|
*
|
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover
page.
|
|
CUSIP
No. 656844107
|
|
|
1 Names
of Reporting Persons
Identification Nos. of Above
Persons (entities only)
Sterling Group Partners I,
L.P.
|
|
|
2 Check
the Appropriate Box if a Member of a Group
(a) q
(b) q
|
|
|
3 SEC
Use Only
|
|
|
4 Source
of Funds
OO
|
|
|
5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) q
|
|
|
6 Citizenship
or Place of Organization
Delaware
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7 Sole
Voting Power
– 0 –
|
|
8 Shared
Voting Power
4,626,265
|
|
|
9 Sole
Dispositive Power
– 0 –
|
|
|
10 Shared
Dispositive Power
4,626,265
|
|
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
4,626,265
|
|
|
12 Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares q
|
|
|
13 Percent
of Class Represented by Amount in Row (11)
12.9%
|
|
|
14 Type
of Reporting Person
PN
|
|
|
CUSIP
No. 656844107
|
|
|
1 Names
of Reporting Persons
Identification Nos. of Above
Persons (entities only)
Sterling Group Partners I GP,
L.P.
|
|
|
2 Check
the Appropriate Box if a Member of a Group
(a) q
(b) q
|
|
|
3 SEC
Use Only
|
|
|
4 Source
of Funds
OO
|
|
|
5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) q
|
|
|
6 Citizenship
or Place of Organization
Texas
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7 Sole
Voting Power
– 0 –
|
|
8 Shared
Voting Power
4,626,265
|
|
|
9 Sole
Dispositive Power
– 0 –
|
|
|
10 Shared
Dispositive Power
4,626,265
|
|
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
4,626,265
|
|
|
12 Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares q
|
|
|
13 Percent
of Class Represented by Amount in Row (11)
12.9%
|
|
|
14 Type
of Reporting Person
PN
|
|
|
CUSIP
No. 656844107
|
|
|
1 Names
of Reporting Persons
Identification Nos. of Above
Persons (entities only)
F.J. Hevrdejs,
L.L.C.
|
|
|
2 Check
the Appropriate Box if a Member of a Group
(a) q
(b) q
|
|
|
3 SEC
Use Only
|
|
|
4 Source
of Funds
OO
|
|
|
5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) q
|
|
|
6 Citizenship
or Place of Organization
Texas
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7 Sole
Voting Power
– 0 –
|
|
8 Shared
Voting Power
4,626,265
|
|
|
9 Sole
Dispositive Power
– 0 –
|
|
|
10 Shared
Dispositive Power
4,626,265
|
|
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
4,626,265
|
|
|
12 Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares q
|
|
|
13 Percent
of Class Represented by Amount in Row (11)
12.9%
|
|
|
14 Type
of Reporting Person
OO
|
|
|
CUSIP
No. 656844107
|
|
|
1 Names
of Reporting Persons
Identification Nos. of Above
Persons (entities only)
W.C. Oehmig,
L.L.C.
|
|
|
2 Check
the Appropriate Box if a Member of a Group
(a) q
(b) q
|
|
|
3 SEC
Use Only
|
|
|
4 Source
of Funds
OO
|
|
|
5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) q
|
|
|
6 Citizenship
or Place of Organization
Texas
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7 Sole
Voting Power
– 0 –
|
|
8 Shared
Voting Power
4,626,265
|
|
|
9 Sole
Dispositive Power
– 0 –
|
|
|
10 Shared
Dispositive Power
4,626,265
|
|
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
4,626,265
|
|
|
12 Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares q
|
|
|
13 Percent
of Class Represented by Amount in Row (11)
12.9%
|
|
|
14 Type
of Reporting Person
OO
|
|
|
CUSIP
No. 656844107
|
|
|
1 Names
of Reporting Persons
Identification Nos. of Above
Persons (entities only)
T.H. Nelson,
L.L.C.
|
|
|
2 Check
the Appropriate Box if a Member of a Group
(a) q
(b) q
|
|
|
3 SEC
Use Only
|
|
|
4 Source
of Funds
OO
|
|
|
5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) q
|
|
|
6 Citizenship
or Place of Organization
Texas
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7 Sole
Voting Power
– 0 –
|
|
8 Shared
Voting Power
4,626,265
|
|
|
9 Sole
Dispositive Power
– 0 –
|
|
|
10 Shared
Dispositive Power
4,626,265
|
|
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
4,626,265
|
|
|
12 Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares q
|
|
|
13 Percent
of Class Represented by Amount in Row (11)
12.9%
|
|
|
14 Type
of Reporting Person
OO
|
|
|
CUSIP
No. 656844107
|
|
|
1 Names
of Reporting Persons
Identification Nos. of Above
Persons (entities only)
J.D. Hawkins,
L.L.C.
|
|
|
2 Check
the Appropriate Box if a Member of a Group
(a) q
(b) q
|
|
|
3 SEC
Use Only
|
|
|
4 Source
of Funds
OO
|
|
|
5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) q
|
|
|
6 Citizenship
or Place of Organization
Texas
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7 Sole
Voting Power
– 0 –
|
|
8 Shared
Voting Power
4,626,265
|
|
|
9 Sole
Dispositive Power
– 0 –
|
|
|
10 Shared
Dispositive Power
4,626,265
|
|
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
4,626,265
|
|
|
12 Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares q
|
|
|
13 Percent
of Class Represented by Amount in Row (11)
12.9%
|
|
|
14 Type
of Reporting Person
OO
|
|
|
CUSIP
No. 656844107
|
|
|
1 Names
of Reporting Persons
Identification Nos. of Above
Persons (entities only)
C.K. Garland,
L.L.C.
|
|
|
2 Check
the Appropriate Box if a Member of a Group
(a) q
(b) q
|
|
|
3 SEC
Use Only
|
|
|
4 Source
of Funds
OO
|
|
|
5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) q
|
|
|
6 Citizenship
or Place of Organization
Texas
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7 Sole
Voting Power
– 0 –
|
|
8 Shared
Voting Power
4,626,265
|
|
|
9 Sole
Dispositive Power
– 0 –
|
|
|
10 Shared
Dispositive Power
4,626,265
|
|
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
4,626,265
|
|
|
12 Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares q
|
|
|
13 Percent
of Class Represented by Amount in Row (11)
12.9%
|
|
|
14 Type
of Reporting Person
OO
|
|
|
CUSIP
No. 656844107
|
|
|
1 Names
of Reporting Persons
Identification Nos. of Above
Persons (entities only)
Frank J.
Hevrdejs
|
|
|
2 Check
the Appropriate Box if a Member of a Group
(a) q
(b) q
|
|
|
3 SEC
Use Only
|
|
|
4 Source
of Funds
OO
|
|
|
5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) q
|
|
|
6 Citizenship
or Place of Organization
U.S.
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7 Sole
Voting Power
– 0 –
|
|
8 Shared
Voting Power
4,626,265
|
|
|
9 Sole
Dispositive Power
– 0 –
|
|
|
10 Shared
Dispositive Power
4,626,265
|
|
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
– 0 –
|
|
|
12 Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares þ
|
|
|
13 Percent
of Class Represented by Amount in Row (11)
– 0 –
|
|
|
14 Type
of Reporting Person
IN
|
|
|
CUSIP
No. 656844107
|
|
|
1 Names
of Reporting Persons
Identification Nos. of Above
Persons (entities only)
William C.
Oehmig
|
|
|
2 Check
the Appropriate Box if a Member of a Group
(a) q
(b) q
|
|
|
3 SEC
Use Only
|
|
|
4 Source
of Funds
OO / PF
|
|
|
5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) q
|
|
|
6 Citizenship
or Place of Organization
U.S.
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7 Sole
Voting Power
366,044
|
|
8 Shared
Voting Power
4,626,265
|
|
|
9 Sole
Dispositive Power
366,044
|
|
|
10 Shared
Dispositive Power
4,626,265
|
|
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
366,044
|
|
|
12 Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares þ
|
|
|
13 Percent
of Class Represented by Amount in Row (11)
1.0%
|
|
|
14 Type
of Reporting Person
IN
|
|
|
CUSIP
No. 656844107
|
|
|
1 Names
of Reporting Persons
Identification Nos. of Above
Persons (entities only)
T. Hunter
Nelson
|
|
|
2 Check
the Appropriate Box if a Member of a Group
(a) q
(b) q
|
|
|
3 SEC
Use Only
|
|
|
4 Source
of Funds
OO
|
|
|
5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) q
|
|
|
6 Citizenship
or Place of Organization
U.S.
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7 Sole
Voting Power
– 0 –
|
|
8 Shared
Voting Power
4,626,265
|
|
|
9 Sole
Dispositive Power
– 0 –
|
|
|
10 Shared
Dispositive Power
4,626,265
|
|
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
– 0 –
|
|
|
12 Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares þ
|
|
|
13 Percent
of Class Represented by Amount in Row (11)
– 0 –
|
|
|
14 Type
of Reporting Person
IN
|
|
|
CUSIP
No. 656844107
|
|
|
1 Names
of Reporting Persons
Identification Nos. of Above
Persons (entities only)
John D.
Hawkins
|
|
|
2 Check
the Appropriate Box if a Member of a Group
(a) q
(b) q
|
|
|
3 SEC
Use Only
|
|
|
4 Source
of Funds
OO / PF
|
|
|
5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) q
|
|
|
6 Citizenship
or Place of Organization
U.S.
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7 Sole
Voting Power
22,208
|
|
8 Shared
Voting Power
4,626,265
|
|
|
9 Sole
Dispositive Power
22,208
|
|
|
10 Shared
Dispositive Power
4,626,265
|
|
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
22,208
|
|
|
12 Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares þ
|
|
|
13 Percent
of Class Represented by Amount in Row (11)
0.1%
|
|
|
14 Type
of Reporting Person
IN
|
|
|
CUSIP
No. 656844107
|
|
|
1 Names
of Reporting Persons
Identification Nos. of Above
Persons (entities only)
C. Kevin
Garland
|
|
|
2 Check
the Appropriate Box if a Member of a Group
(a) q
(b) q
|
|
|
3 SEC
Use Only
|
|
|
4 Source
of Funds
OO
|
|
|
5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) q
|
|
|
6 Citizenship
or Place of Organization
Texas
|
|
|
Number
of Shares Beneficially Owned by Each Reporting Person with
|
7 Sole
Voting Power
– 0 –
|
|
8 Shared
Voting Power
4,626,265
|
|
|
9 Sole
Dispositive Power
– 0 –
|
|
|
10 Shared
Dispositive Power
4,626,265
|
|
|
11 Aggregate
Amount Beneficially Owned by Each Reporting Person
– 0 –
|
|
|
12 Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares þ
|
|
|
13 Percent
of Class Represented by Amount in Row (11)
– 0 –
|
|
|
14 Type
of Reporting Person
IN
|
|
|
Sole
Voting Power
|
Shared
Voting Power
|
Sole
Dispositive Power
|
Shared
Dispositive Power
|
|||||
|
Sterling
Group Partners I, L.P.
|
0
|
4,626,265
|
0
|
4,626,265
|
||||
|
Sterling
Group Partners I GP, L.P.
|
0
|
4,626,265
|
0
|
4,626,265
|
||||
|
F.J.
Hevrdejs L.L.C.
|
0
|
4,626,265
|
0
|
4,626,265
|
||||
|
W.C.
Oehmig, L.L.C.
|
0
|
4,626,265
|
0
|
4,626,265
|
||||
|
T.H.
Nelson, L.L.C.
|
0
|
4,626,265
|
0
|
4,626,265
|
||||
|
J.D.
Hawkins, L.L.C.
|
0
|
4,626,265
|
0
|
4,626,265
|
||||
|
C.K.
Garland, L.L.C.
|
0
|
4,626,265
|
0
|
4,626,265
|
||||
|
Frank
J. Hevrdejs
|
0
|
4,626,265
|
0
|
4,626,265
|
||||
|
William
C. Oehmig
|
366,044
|
4,626,265
|
366,044
|
4,626,265
|
||||
|
T.
Hunter Nelson
|
0
|
4,626,265
|
0
|
4,626,265
|
||||
|
John
D. Hawkins
|
22,208
|
4,626,265
|
22,208
|
4,626,265
|
||||
|
C.
Kevin Garland
|
0
|
4,626,265
|
0
|
4,626,265
|
|
Date
|
Number
of Shares Purchased
|
Price
Per Share (US$)
|
||
|
December
8, 2008
|
100,000
|
2.99
|
||
|
December
18, 2008
|
30,000
|
3.01
|
||
| December 19, 2008 |
38,694
|
2.87
|
|
Exhibit
|
Agreement
|
|
|
I.
|
Joint
Filing Agreement, dated December 19, 2008, by and among the Reporting
Persons.
|
|
|
II.
|
Advisory
Services Agreement, dated November 28, 2006, by and among Sterling Group
Partners I, L.P. and North American Energy Partners,
Inc.
|
|
STERLING
GROUP PARTNERS I, L.P.,
|
||
|
By:
|
Sterling
Group Partners I GP, L.P., as general partner
|
|
|
By:
|
J.D.
Hawkins, L.L.C.,
as
general partner
|
|
|
By:
|
/s/
John D. Hawkins
|
|
|
Name: John D. Hawkins
|
||
|
Title: Sole Member
|
||
|
STERLING
GROUP PARTNERS I GP, L.P.,
|
||
|
By:
|
J.D.
Hawkins, L.L.C.,
as
general partner
|
|
|
By:
|
/s/
John D. Hawkins
|
|
|
Name: John
D. Hawkins
|
||
|
Title: Sole
Member
|
||
|
F.J.
HEVRDEJS, L.L.C.,
|
|
|
By:
|
/s/
Frank J. Hevrdejs
|
|
Name: Frank
J. Hevrdejs
|
|
|
Title: Sole
Member
|
|
|
W.C.
OEHMIG, L.L.C.,
|
|
|
By:
|
/s/
William C. Oehmig
|
|
Name: William
C. Oehmig
|
|
|
Title: Sole
Member
|
|
|
T.H.
NELSON, L.L.C.,
|
|
|
By:
|
/s/
T. Hunter Nelson
|
|
Name: T.
Hunter Nelson
|
|
|
Title: Sole
Member
|
|
|
J.D.
HAWKINS, L.L.C.,
|
|
|
By:
|
/s/
John D. Hawkins
|
|
Name: John
D. Hawkins
|
|
|
Title: Sole
Member
|
|
|
C.K.
GARLAND, L.L.C.,
|
|
|
By:
|
/s/
C. Kevin Garland
|
|
Name: C.
Kevin Garland
|
|
|
Title: Sole
Member
|
|
|
FRANK
J. HEVRDEJS,
|
|
/s/
Frank J. Hevrdejs
|
|
WILLIAM
C. OEHMIG,
|
|
/s/
William C. Oehmig,
|
|
T.
HUNTER NELSON,
|
|
/s/
T. Hunter Nelson
|
|
JOHN
D. HAWKINS,
|
|
/s/
John D. Hawkins
|
|
C.
KEVIN GARLAND,
|
|
/s/
C. Kevin Garland
|
|
STERLING
GROUP PARTNERS I, L.P.,
|
||
|
By:
|
Sterling
Group Partners I GP, L.P., as general partner
|
|
|
By:
|
J.D.
Hawkins, L.L.C.,
as
general partner
|
|
|
By:
|
/s/
John D. Hawkins
|
|
|
Name: John
D. Hawkins
|
||
|
Title: Sole
Member
|
||
|
STERLING
GROUP PARTNERS I GP, L.P.,
|
||
|
By:
|
J.D.
Hawkins, L.L.C.,
as
general partner
|
|
|
By:
|
/s/
John D. Hawkins
|
|
|
Name: John
D. Hawkins
|
||
|
Title: Sole
Member
|
||
|
F.J.
HEVRDEJS, L.L.C.,
|
|
|
By:
|
/s/
Frank J. Hevrdejs
|
|
Name: Frank
J. Hevrdejs
|
|
|
Title: Sole
Member
|
|
|
W.C.
OEHMIG, L.L.C.,
|
|
|
By:
|
/s/
William C. Oehmig
|
|
Name: William
C. Oehmig
|
|
|
Title: Sole
Member
|
|
|
T.H.
NELSON, L.L.C.,
|
|
|
By:
|
/s/
T. Hunter Nelson
|
|
Name: T.
Hunter Nelson
|
|
|
Title: Sole
Member
|
|
|
J.D.
HAWKINS, L.L.C.,
|
|
|
By:
|
/s/
John D. Hawkins
|
|
Name: John
D. Hawkins
|
|
|
Title: Sole
Member
|
|
|
C.K.
GARLAND, L.L.C.,
|
|
|
By:
|
/s/
C. Kevin Garland
|
|
Name: C.
Kevin Garland
|
|
|
Title: Sole
Member
|
|
|
FRANK
J. HEVRDEJS,
|
|
/s/
Frank J. Hevrdejs
|
|
WILLIAM
C. OEHMIG,
|
|
/s/
William C. Oehmig,
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T.
HUNTER NELSON,
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/s/
T. Hunter Nelson
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JOHN
D. HAWKINS,
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/s/
John D. Hawkins
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C.
KEVIN GARLAND,
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/s/
C Kevin Garland
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(a)
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provide
copies of all documents, reports, financial data and other information
regarding the Company and its subsidiaries as may be reasonably requested
by the Advisor;
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(b)
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permit
the Advisor to consult with and advise the management of the Company and
its subsidiaries at such reasonable times on all matters relating to the
operation of the Company and its subsidiaries as may be requested by the
Advisor;
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(c)
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permit
the Advisor to discuss the Company’s and its subsidiaries’ affairs,
finances and accounts with the Company’s and its subsidiaries’ officers,
directors and outside accountants at such reasonable times as may be
requested by the Advisor;
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(d)
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permit
the Advisor to visit and inspect any of the Company’s and its
subsidiaries’ properties, facilities, documents, financial data and other
books and records, at such reasonable times as may be requested by the
Advisor;
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(e)
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permit
the Advisor, to the extent that a director of the Company is not related
to the Advisor, to designate and send a representative to attend all
meetings of the Company’s board of directors in a nonvoting observer
capacity, provided that such right is subject to security clearance
requirements imposed by applicable governmental authorities and to the
ability of the Company to exclude such representative during discussions
relating to transactions or matters in which the Advisor has an
interest;
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(f)
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provide
as soon as available and in any event within 60 days after the end of each
of the first three quarters of each fiscal year of the Company,
consolidated balance sheets of the Company and its subsidiaries as of the
end of such period and consolidated statements of income and cash flows of
the Company and its subsidiaries for the period then ended prepared in
conformity with generally accepted accounting principles in Canada applied
on a consistent basis, except as otherwise noted therein, and subject to
the absence of footnote disclosures and to year-end adjustments; provided
that the filing of the Company’s quarterly and annual financial statements
with the Securities and Exchange Commission (the “SEC”) or the securities
regulatory authorities in the provinces and territories of Canada (the
“CSA”) within the time periods required by. the rules and regulations of
the SEC and the CSA, as applicable, shall be deemed to satisfy such
delivery requirements;
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(g)
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provide
as soon as available and in any event within 120 days after the end of
each fiscal year of the Company, a consolidated balance sheet of the
Company and its subsidiaries as of the end of such year and consolidated
statements of income and cash flows of the Company and its subsidiaries
for the year then ended prepared in conformity with generally accepted
accounting principles in Canada applied on a consistent basis, except as
otherwise noted therein, together with an auditor’s report thereon of a
firm of established national reputation; provided that the filing of the
Company’s quarterly and annual financial statements with the SEC or the
CSA within the time periods required by the rules and regulations of the
SEC and the CSA, as applicable, shall be deemed to satisfy such delivery
requirements;
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(h)
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provide,
to the extent the Company is required by law or pursuant to the terms of
any outstanding indebtedness of the Company to prepare such reports, any
annual reports, quarterly reports and other periodic reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 actually
prepared by the Company as soon as available; provided that the filing of
the Company’s quarterly and annual financial statements with the SEC or
the CSA within the time periods required by the rules and regulations of
the SEC and the CSA, as applicable, shall be deemed to satisfy such
delivery requirements; and
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(i)
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provide
all materials sent by the Company to its board of directors, other than
materials dealing with transactions in which the Advisor has an
interest.
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(a)
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The
Advisor: (i) will use the Confidential Information solely for the purpose
of providing the Company with its expertise and advice to the Company,
(ii) will keep the Confidential Information strictly confidential and will
not (except as required by applicable law, regulation or legal process,
and only after compliance with paragraph (c) below), without the Company's
prior written consent, disclose in any manner whatsoever any information
contained in the Confidential Information or derived therefrom. The
Advisor agrees to be liable to the Company for any breach of this
Agreement by the Advisor or its
Representatives.
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(b)
|
The
term "Confidential Information" does not include any information which (i)
at the time of disclosure or thereafter is generally known by the public
(other than as a direct or indirect result of its disclosure by the
Advisor in breach of this Agreement); or (ii) was or becomes available to
the Advisor on a non-confidential basis from a person to the Advisor's
knowledge not otherwise bound by a confidentiality agreement with the
Company or its Representatives or is not otherwise prohibited from
transmitting the information to the Advisor. As used in this Agreement,
the term "person" shall be broadly interpreted to include, without
limitation, any corporation, company, joint venture, partnership or
individual.
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(c)
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In
the event that the Advisor receives a request or is required to disclose
all or any part of the information contained in the Confidential
Information pursuant to the terms of a subpoena or order issued by a court
of competent jurisdiction or a federal, state, provincial, territorial,
municipal or local governmental or regulatory body or pursuant to a civil
investigative demand or similar judicial process, the Advisor agrees to
(i) immediately notify the Company of the existence, terms and
circumstances surrounding such a request or requirement, (ii) consult with
the Company on the advisability of taking legally available steps to
resist or narrow such request or requirement, and (iii) if disclosure of
such information is required, disclose any such information which the
Advisor is advised by legal counsel is legally required to be disclosed
and will exercise, at the sole expense of the Company, the Advisor's
reasonable efforts to obtain a protective order or other reliable
assurance that confidential treatment will be accorded to all such
information.
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(d)
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The
Advisor acknowledges the prohibition under applicable securities and
criminal law against trading in securities of the Company with knowledge
of material undisclosed
information.
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(e)
|
The
Advisor agrees to be bound by the Company's policy on trading in
securities.
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North
American Energy Partners Inc.
|
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By:
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/s/
Vincent Gallant
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Name: Vincent
Gallant
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Title:
Vice President, Corporate and
Secretary
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Agreed
to and accepted by:
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||
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By:
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Sterling
Group Partners I, GP, LP, General Partner
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By:
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JD
Hawkins, LLC, General Partner
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By:
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/s/
John D. Hawkins
|
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Name: John
D. Hawkins
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||
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Title: Sole
Member
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