<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit_4.txt
<TEXT>

                       NORTH AMERICAN ENERGY PARTNERS INC.
                                November 28, 2006



Perry Partners, L.P.
Perry Partners International, Inc.
(the "Advisors")
c/o Perry Strategic Capital Inc.
767 Fifth Avenue
19th Floor
New York, New York  10153

Ladies and Gentlemen:

     The Advisor has extensive experience in strategic planning, which
experience would be of assistance to the Company. The Advisor is party to a
Voting and Corporate Governance Agreement with the Company which provided the
Advisor with certain board representation rights in the Company. The Voting and
Corporate Governance Agreement will be terminated on the completion of the
initial public offering of the Company's shares (the "IPO").

     In order to assist the Company in strategic planning, the Company would
like to avail itself of the Advisor's expertise and advice. The Advisor is
willing to provide such expertise and experience at no cost to the Company, as
it is in their interest to do so in light of the Advisor's investment in the
Company. In order to be able to obtain this assistance in a meaningful way, the
Company will:

     (a)  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;

     (b)  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;

     (c)  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;

     (d)  permit the Advisor to visit and inspect any of the Company's and its
          subsidiaries' properties and facilities, at such reasonable times as
          may be requested by the Advisor;

     (e)  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


<PAGE>

          during discussions relating to transactions or matters in which the
          Advisor has an interest;

     (f)  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;

     (g)  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;

     (h)  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 Act of 1933
          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

     (i)  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.

<PAGE>


     The Advisor acknowledges that the provision by the Company of the material
and access provided for above may include the provision of or access to certain
non-public information with respect to the Company. As a condition to furnishing
the Advisor with such information and any other information (whether in oral or
written form, electronically stored or otherwise) delivered to the Advisor by
the Company or any of its affiliates, directors, officers, employees, advisors,
agents or representatives (such persons for the Company or the Advisor being
herein referred to collectively as "Representatives") in connection with the
provision of such expertise and advice

<PAGE>


(such information, including any and all copies and other reproductions thereof,
being herein referred to as "Confidential Information"), the Advisor hereby
agrees as follows:

     (a)  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, and the Advisor hereby agrees to indemnify and hold
          harmless the Company from and against any and all loss, damage, cost,
          expense and liability incurred or suffered from or as a result of any
          such breach.

     (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.

     (c)  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 in writing
          by legal counsel is legally required to be disclosed and will exercise
          the Advisor's reasonable efforts to obtain a protective order or other
          reliable assurance that confidential treatment will be accorded to all
          such information.

     (d)  The Advisor acknowledges the prohibition under applicable securities
          and criminal law against trading in securities of the Company with
          knowledge of material undisclosed information.

     (e)  The Advisor agrees to be bound by the Company's policy on trading in
          securities.

<PAGE>


     If at any time the Advisor holds less than 10% of the common shares of the
Company that it originally acquired in November, 2003 (as such shares may be
adjusted for share splits and consolidations), the Company may terminate this
letter agreement in its sole discretion.

     The Company acknowledges and agrees that the Advisor shall not incur any
liability to the Company as a result of providing or failing to provide any
advice under this letter agreement.

     The Advisor's signature below indicates our assent to the terms of this
letter agreement as of the date set forth above.

                          Very truly yours,

                          North American Energy Partners Inc.



                          By:    \s\ Vincent Gallant
                                 ----------------------------------------------
                                 Name: Vincent Gallant
                                 Title: Vice President, Corporate and Secretary







<PAGE>


Agreed to and accepted by:

Perry Partners, L.P.
By:  Perry Corp., its Managing General Partner


By:    \s\ Michael C. Neus
       ------------------------------
       Name:  Michael C. Neus
       Title:  General Counsel



Perry Partners International, Inc.
By:  Perry Corp., its Investment Manager



By:    \s\ Michael C. Neus
       -------------------------------
       Name:  Michael C. Neus
       Title:  General Counsel



</TEXT>
</DOCUMENT>
