Common use of US Borrowers Clause in Contracts

US Borrowers. WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation ▇▇▇▇▇, LLC, a Vermont limited liability company ▇▇▇▇▇▇▇ CONSTRUCTION CO., L.P., a Texas limited partnership ▇▇▇▇▇▇▇ CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation CONSTRUCTION TANK SERVICES, LLC, a Delaware limited liability company WILLBROS UTILITY T&D OF MASSACHUSETTS, LLC, a New York limited liability company WILLBROS UTILITY T&D OF NEW YORK, LLC, a New York limited liability company LINEAL INDUSTRIES, INC., a Pennsylvania corporation PREMIER UTILITY SERVICES, LLC, a New York limited liability company PREMIER WEST COAST SERVICES, INC., an Oklahoma corporation TRAFFORD CORPORATION, a Pennsylvania corporation UTILX CORPORATION, a Delaware corporation WILLBROS CONSTRUCTION (U.S.), LLC, a Delaware limited liability company WILLBROS DOWNSTREAM, LLC, an Oklahoma limited liability company WILLBROS ENGINEERING CALIFORNIA (U.S.), INC., a Delaware Corporation WILLBROS ENGINEERS (U.S.), LLC, a Delaware limited liability corporation WILLBROS ENGINEERS, LLC, a Louisiana limited liability company WILLBROS HEATER SERVICES LLC, an Oklahoma limited liability company WILLBROS GOVERNMENT SERVICES (U.S.), LLC, a Delaware limited liability company THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. WILLBROS PROJECT SERVICES (U.S.), LLC, a Delaware limited liability company WILLBROS T&D SERVICES, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities WILLBROS CONSTRUCTION SERVICES (CANADA), L.P., an Alberta limited partnership, by its General Partner, WILLBROS (CANADA) GP I LIMITED By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer WILLBROS GROUP, INC., a Delaware corporation WILLBROS MIDSTREAM SERVICES (U.S.), LLC, a Delaware limited liability company WILLBROS UTILITY T&D HOLDINGS, LLC, a Delaware limited liability company WILLBROS UTILITY T&D GROUP COMMON PAYMASTER, LLC, a Delaware limited liability company SKIBECK PIPELINE COMPANY, INC., a New York corporation UTILX OVERSEAS HOLDINGS, INC., a Delaware corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. WILLBROS CANADA HOLDINGS ULC, a British Columbia unlimited liability company WILLBROS (CANADA) GP I LIMITED, a British Columbia corporation WILLBROS (CANADA) ▇▇ ▇▇ LIMITED, a British Columbia corporation WILLBROS (CANADA) GP V LIMITED, a British Columbia corporation 0795781 B.C. LTD., a British Columbia corporation P/L EQUIPMENT LP, an Alberta limited partnership, by its General Partner, 0795781 B.C. LTD. WILLBROS FACILITIES & TANKS (CANADA) LP, an Alberta limited partnership, by its General Partner, WILLBROS (CANADA) ▇▇ ▇▇ LIMITED WILLBROS PSS MIDSTREAM (CANADA) LP, an Alberta limited partnership, by its General Partner, WILLBROS (CANADA) GP V LIMITED By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. as Agent, a U.S. Lender and U.S. Issuing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. BANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. CAPITAL ONE LEVERAGE FINANCE CORP., as a U.S. Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as a U.S. Lender By: /s/ ▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ Title: Authorized Signatory THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. ▇▇▇▇▇ FARGO CAPITAL FINANCE CORPORATION CANADA, as a Canadian Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President/Credit Officer, Canada THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. SUNTRUST BANK, as a U.S. Lender and a Canadian Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. Financial Statement Date: To: Bank of America, N.A., as Agent Ladies and Gentlemen: Reference is made to the Loan, Security and Guaranty Agreement dated as of August 7, 2013 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation (“Holdings”), ▇▇▇▇▇, LLC, a Vermont limited liability company (“▇▇▇▇▇”), ▇▇▇▇▇▇▇ CONSTRUCTION CO., L.P., a Texas limited partnership (“▇▇▇▇▇▇▇ Construction”), ▇▇▇▇▇▇▇ CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation (“▇▇▇▇▇▇▇ Management”), CONSTRUCTION & TURNAROUND SERVICES, L.L.C., an Oklahoma limited liability company (“Construction & Turnaround”), WILLBROS UTILITY T&D OF MASSACHUSETTS, LLC, a New York limited liability company (“WUTDM”), WILLBROS UTILITY T&D OF NEW YORK, LLC, a New York limited liability company (“WUTDNY”), LINEAL INDUSTRIES, INC., a Pennsylvania corporation (“Lineal”), PREMIER UTILITY SERVICES, LLC, a New York limited liability company (“Premier Utility”), PREMIER WEST COAST SERVICES, INC., an Oklahoma corporation (“Premier West Coast”), TRAFFORD CORPORATION, a Pennsylvania corporation (“Trafford”), UTILX CORPORATION, a Delaware corporation (“Utilx”), WILLBROS CONSTRUCTION (U.S.), LLC, a Delaware limited liability company (“Willbros Construction (U.S.)”) WILLBROS CONSTRUCTION CALIFORNIA (U.S.), INC., a Delaware corporation (“Willbros Construction California”), WILLBROS DOWNSTREAM OF OKLAHOMA, INC., an Oklahoma corporation (“Willbros Downstream Oklahoma”), WILLBROS DOWNSTREAM, LLC, an Oklahoma limited liability company (“Willbros Downstream”), WILLBROS ENGINEERING CALIFORNIA (U.S.), INC., a Delaware corporation (“Willbros Engineering California”), WILLBROS ENGINEERS (U.S.), LLC, a Delaware limited liability company (“Willbros Engineers (U.S.)”), WILLBROS ENGINEERS, LLC, a Louisiana limited liability company (“Willbros Engineers Louisiana”), WILLBROS GOVERNMENT SERVICES (U.S.), LLC, a Delaware limited liability company (“Willbros Government Services”), WILLBROS MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“Willbros Management Services”), WILLBROS PROJECT SERVICES (U.S.), LLC, a Delaware limited liability company (“Willbros Project Services”), WILLBROS T&D SERVICES, LLC, a Delaware limited liability company (“Willbros T&D Services” and together with Holdings, ▇▇▇▇▇, ▇▇▇▇▇▇▇ Construction, ▇▇▇▇▇▇▇ Management, Construction & Turnaround, WUTDM, WUTDNY, Lineal, Premier Utility, Premier West Coast, Trafford, Utilx, Willbros Construction (U.S.), Willbros Construction California, Willbros Downstream Oklahoma, Willbros Downstream, Willbros Engineering California, Willbros Engineers (U.S.), Willbros Engineers Louisiana, Willbros Government Services, Willbros Management Services and Willbros Project Services, the “Initial U.S. Borrowers”), WILLBROS CONSTRUCTION SERVICES (CANADA) L.P., a limited partnership organized under the laws of Alberta, Canada (the “Canadian Borrower” and, together with the U.S. Borrowers (as defined therein), the “Borrowers” and each, a “Borrower”), WILLBROS GROUP, INC., a Delaware corporation (the “Parent”), and the other Persons from time to time party to the Loan Agreement as Guarantors (as defined therein), the financial institutions from time to time party to the Loan Agreement as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as collateral agent and administrative agent for the Secured Parties (the “Agent”). Terms are used herein as defined in the Loan Agreement. The undersigned Financial Officer hereby certifies as of the date hereof that he/she is a Financial Officer of the Parent, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Agent on the behalf of the Parent, and that: [Use following paragraph 1 for Fiscal Year-end financial statements]

US Borrowers. WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation Corporation ▇▇▇▇▇, LLC, a Vermont limited liability company Limited Liability Company ▇▇▇▇▇▇▇ CONSTRUCTION CO., L.P., a Texas limited partnership Limited Partnership ▇▇▇▇▇▇▇ CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation Corporation CONSTRUCTION TANK & TURNAROUND SERVICES, L.L.C., an Oklahoma Limited Liability Company ▇▇▇▇▇▇ LINE CONSTRUCTION LLC, a Delaware limited liability company WILLBROS UTILITY T&D OF MASSACHUSETTSNew York Limited Liability Company HAWKEYE, LLC, a New York limited liability company WILLBROS UTILITY T&D OF NEW YORK, LLC, a New York limited liability company Limited Liability Company LINEAL INDUSTRIES, INC., a Pennsylvania corporation Corporation PREMIER UTILITY SERVICES, LLC, a New York limited liability company Limited Liability Company PREMIER WEST COAST SERVICES, INC., an Oklahoma corporation Corporation TRAFFORD CORPORATION, a Pennsylvania corporation Corporation UTILX CORPORATION, a Delaware corporation Corporation WILLBROS CONSTRUCTION (U.S.), LLC, a Delaware limited liability company Limited Liability Company WILLBROS CONSTRUCTION CALIFORNIA (U.S.), INC., a Delaware Corporation WILLBROS DOWNSTREAM OF OKLAHOMA, INC., an Oklahoma Corporation WILLBROS DOWNSTREAM, LLC, an Oklahoma limited liability company Limited Liability Company WILLBROS ENGINEERING CALIFORNIA (U.S.), INC., a Delaware Corporation WILLBROS ENGINEERS (U.S.), LLC, a Delaware limited liability corporation Limited Liability Corporation WILLBROS ENGINEERS, LLC, a Louisiana limited liability company WILLBROS HEATER SERVICES LLC, an Oklahoma limited liability company WILLBROS GOVERNMENT SERVICES (U.S.), LLC, a Delaware limited liability company THIRD Limited Liability Company FIRST AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. WILLBROS GOVERNMENT SERVICES (U.S.), LLC, a Delaware Limited Liability Company WILLBROS MANAGEMENT SERVICES, LLC, a Delaware Limited Liability Company WILLBROS PROJECT SERVICES (U.S.), LLC, a Delaware limited liability company Limited Liability Company WILLBROS T&D SERVICES, LLC, a Delaware limited liability company Limited Liability Company By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities WILLBROS CONSTRUCTION SERVICES (CANADA), L.P., an Alberta limited partnershipLimited Partnership, by its General Partner, WILLBROS (CANADA) GP I LIMITED By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer WILLBROS GROUP, INC., a Delaware corporation Corporation WILLBROS MIDSTREAM SERVICES (U.S.), LLC, a Delaware limited liability company Limited Liability Company WILLBROS REFINERY AND MAINTENANCE SERVICES (U.S.), LLC, a Delaware Limited Liability Company WILLBROS UTILITY T&D HOLDINGS, LLC, a Delaware limited liability company Limited Liability Company ▇▇▇▇▇▇▇ HOLDING CO., INC., a Nevada Corporation WILLBROS UTILITY T&D GROUP COMMON PAYMASTER, LLC, a Delaware limited liability company Limited Liability Company SKIBECK PIPELINE COMPANY, INC., a New York corporation Corporation UTILX OVERSEAS HOLDINGS, INC., a Delaware corporation Corporation FIRST AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. WILLBROS CANADA HOLDINGS ULC, a British Columbia unlimited liability company Unlimited Liability Company WILLBROS (CANADA) GP I LIMITED, a British Columbia corporation Corporation WILLBROS (CANADA) GP III LIMITED, a British Columbia Corporation WILLBROS (CANADA) ▇▇ ▇▇ LIMITED, a British Columbia corporation Corporation WILLBROS (CANADA) GP V LIMITED, a British Columbia corporation Corporation 0795781 B.C. LTD., a British Columbia corporation Corporation P/L EQUIPMENT LP, an Alberta limited partnershipLimited Partnership, by its General Partner, 0795781 B.C. LTD. WILLBROS FACILITIES & TANKS (CANADA) LP, an Alberta limited partnershipLimited Partnership, by its General Partner, WILLBROS (CANADA) ▇▇ ▇▇ LIMITED WILLBROS PSS MIDSTREAM (CANADA) LP, an Alberta limited partnershipLimited Partnership, by its General Partner, WILLBROS (CANADA) GP V LIMITED By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities THIRD FIRST AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. as Agent, a U.S. Lender and U.S. Issuing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. BANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. CAPITAL ONE LEVERAGE FINANCE CORP., as a U.S. Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as a U.S. Lender By: /s/ ▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ Title: Authorized Signatory THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. ▇▇▇▇▇ FARGO CAPITAL FINANCE CORPORATION CANADA, as a Canadian Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President/Credit Officer, Canada THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. SUNTRUST BANK, as a U.S. Lender and a Canadian Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. Financial Statement Date: To: Bank of America, N.A., as Agent Ladies and Gentlemen: Reference is made to the Loan, Security and Guaranty Agreement dated as of August 7, 2013 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation (“Holdings”), ▇▇▇▇▇, LLC, a Vermont limited liability company (“▇▇▇▇▇”), ▇▇▇▇▇▇▇ CONSTRUCTION CO., L.P., a Texas limited partnership (“▇▇▇▇▇▇▇ Construction”), ▇▇▇▇▇▇▇ CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation (“▇▇▇▇▇▇▇ Management”), CONSTRUCTION & TURNAROUND SERVICES, L.L.C., an Oklahoma limited liability company (“Construction & Turnaround”), WILLBROS UTILITY T&D OF MASSACHUSETTS, LLC, a New York limited liability company (“WUTDM”), WILLBROS UTILITY T&D OF NEW YORK, LLC, a New York limited liability company (“WUTDNY”), LINEAL INDUSTRIES, INC., a Pennsylvania corporation (“Lineal”), PREMIER UTILITY SERVICES, LLC, a New York limited liability company (“Premier Utility”), PREMIER WEST COAST SERVICES, INC., an Oklahoma corporation (“Premier West Coast”), TRAFFORD CORPORATION, a Pennsylvania corporation (“Trafford”), UTILX CORPORATION, a Delaware corporation (“Utilx”), WILLBROS CONSTRUCTION (U.S.), LLC, a Delaware limited liability company (“Willbros Construction (U.S.)”) WILLBROS CONSTRUCTION CALIFORNIA (U.S.), INC., a Delaware corporation (“Willbros Construction California”), WILLBROS DOWNSTREAM OF OKLAHOMA, INC., an Oklahoma corporation (“Willbros Downstream Oklahoma”), WILLBROS DOWNSTREAM, LLC, an Oklahoma limited liability company (“Willbros Downstream”), WILLBROS ENGINEERING CALIFORNIA (U.S.), INC., a Delaware corporation (“Willbros Engineering California”), WILLBROS ENGINEERS (U.S.), LLC, a Delaware limited liability company (“Willbros Engineers (U.S.)”), WILLBROS ENGINEERS, LLC, a Louisiana limited liability company (“Willbros Engineers Louisiana”), WILLBROS GOVERNMENT SERVICES (U.S.), LLC, a Delaware limited liability company (“Willbros Government Services”), WILLBROS MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“Willbros Management Services”), WILLBROS PROJECT SERVICES (U.S.), LLC, a Delaware limited liability company (“Willbros Project Services”), WILLBROS T&D SERVICES, LLC, a Delaware limited liability company (“Willbros T&D Services” and together with Holdings, ▇▇▇▇▇, ▇▇▇▇▇▇▇ Construction, ▇▇▇▇▇▇▇ Management, Construction & Turnaround, WUTDM, WUTDNY, Lineal, Premier Utility, Premier West Coast, Trafford, Utilx, Willbros Construction (U.S.), Willbros Construction California, Willbros Downstream Oklahoma, Willbros Downstream, Willbros Engineering California, Willbros Engineers (U.S.), Willbros Engineers Louisiana, Willbros Government Services, Willbros Management Services and Willbros Project Services, the “Initial U.S. Borrowers”), WILLBROS CONSTRUCTION SERVICES (CANADA) L.P., a limited partnership organized under the laws of Alberta, Canada (the “Canadian Borrower” and, together with the U.S. Borrowers (as defined therein), the “Borrowers” and each, a “Borrower”), WILLBROS GROUP, INC., a Delaware corporation (the “Parent”), and the other Persons from time to time party to the Loan Agreement as Guarantors (as defined therein), the financial institutions from time to time party to the Loan Agreement as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as collateral agent and administrative agent for the Secured Parties (the “Agent”). Terms are used herein as defined in the Loan Agreement. The undersigned Financial Officer hereby certifies as of the date hereof that he/she is a Financial Officer of the Parent, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Agent on the behalf of the Parent, and that: [Use following paragraph 1 for Fiscal Year-end financial statements]

US Borrowers. WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation ▇▇▇▇▇, LLC, a Vermont limited liability company ▇▇▇▇▇▇▇ CONSTRUCTION CO., L.P., a Texas limited partnership ▇▇▇▇▇▇▇ CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation CONSTRUCTION TANK SERVICES, LLC, a Delaware limited liability company WILLBROS UTILITY T&D OF MASSACHUSETTS, LLC, a New York limited liability company WILLBROS UTILITY T&D OF NEW YORK, LLC, a New York limited liability company LINEAL INDUSTRIES, INC., a Pennsylvania corporation PREMIER UTILITY SERVICES, LLC, a New York limited liability company PREMIER WILLBROS WEST COAST SERVICES, INC., an Oklahoma corporation TRAFFORD CORPORATION, a Pennsylvania corporation UTILX CORPORATION, a Delaware corporation WILLBROS CONSTRUCTION (U.S.), LLC, a Delaware limited liability company WILLBROS DOWNSTREAM, LLC, an Oklahoma limited liability company WILLBROS ENGINEERING CALIFORNIA (U.S.), INC., a Delaware Corporation WILLBROS ENGINEERS (U.S.), LLC, a Delaware limited liability corporation WILLBROS ENGINEERS, LLC, a Louisiana limited liability company WILLBROS HEATER SERVICES LLC, an Oklahoma limited liability company WILLBROS GOVERNMENT SERVICES (U.S.), LLC, a Delaware limited liability company THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. WILLBROS PROJECT SERVICES (U.S.), LLC, a Delaware limited liability company WILLBROS T&D SERVICES, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities FOURTH AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. CANADIAN BORROWER: WILLBROS CONSTRUCTION SERVICES (CANADA), L.P., an Alberta limited partnership, by its General Partner, WILLBROS (CANADA) GP I LIMITED By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer WILLBROS GROUP, INC., a Delaware corporation WILLBROS MIDSTREAM SERVICES (U.S.), LLC, a Delaware limited liability company WILLBROS UTILITY T&D HOLDINGS, LLC, a Delaware limited liability company WILLBROS UTILITY T&D GROUP COMMON PAYMASTER, LLC, a Delaware limited liability company SKIBECK PIPELINE COMPANY, INC., a New York corporation UTILX OVERSEAS HOLDINGS, INC., a Delaware corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. WILLBROS CANADA HOLDINGS ULC, a British Columbia unlimited liability company WILLBROS (CANADA) GP I LIMITED, a British Columbia corporation WILLBROS (CANADA) ▇▇ ▇▇ LIMITED, a British Columbia corporation WILLBROS (CANADA) GP V LIMITED, a British Columbia corporation 0795781 B.C. LTD., a British Columbia corporation P/L EQUIPMENT LP, an Alberta limited partnership, by its General Partner, 0795781 B.C. LTD. WILLBROS FACILITIES & TANKS (CANADA) LP, an Alberta limited partnership, by its General Partner, WILLBROS (CANADA) ▇▇ ▇▇ LIMITED WILLBROS PSS MIDSTREAM (CANADA) LP, an Alberta limited partnership, by its General Partner, WILLBROS (CANADA) GP V LIMITED By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. as Agent, a U.S. Lender and U.S. Issuing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. BANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. CAPITAL ONE LEVERAGE FINANCE CORP., as a U.S. Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as a U.S. Lender By: /s/ ▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ Title: Authorized Signatory THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. ▇▇▇▇▇ FARGO CAPITAL FINANCE CORPORATION CANADA, as a Canadian Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President/Credit Officer, Canada THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. SUNTRUST BANK, as a U.S. Lender and a Canadian Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. Financial Statement Date: To: Bank of America, N.A., as Agent Ladies and Gentlemen: Reference is made to the Loan, Security and Guaranty Agreement dated as of August 7, 2013 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation (“Holdings”), ▇▇▇▇▇, LLC, a Vermont limited liability company (“▇▇▇▇▇”), ▇▇▇▇▇▇▇ CONSTRUCTION CO., L.P., a Texas limited partnership (“▇▇▇▇▇▇▇ Construction”), ▇▇▇▇▇▇▇ CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation (“▇▇▇▇▇▇▇ Management”), CONSTRUCTION & TURNAROUND SERVICES, L.L.C., an Oklahoma limited liability company (“Construction & Turnaround”), WILLBROS UTILITY T&D OF MASSACHUSETTS, LLC, a New York limited liability company (“WUTDM”), WILLBROS UTILITY T&D OF NEW YORK, LLC, a New York limited liability company (“WUTDNY”), LINEAL INDUSTRIES, INC., a Pennsylvania corporation (“Lineal”), PREMIER UTILITY SERVICES, LLC, a New York limited liability company (“Premier Utility”), PREMIER WEST COAST SERVICES, INC., an Oklahoma corporation (“Premier West Coast”), TRAFFORD CORPORATION, a Pennsylvania corporation (“Trafford”), UTILX CORPORATION, a Delaware corporation (“Utilx”), WILLBROS CONSTRUCTION (U.S.), LLC, a Delaware limited liability company (“Willbros Construction (U.S.)”) WILLBROS CONSTRUCTION CALIFORNIA (U.S.), INC., a Delaware corporation (“Willbros Construction California”), WILLBROS DOWNSTREAM OF OKLAHOMA, INC., an Oklahoma corporation (“Willbros Downstream Oklahoma”), WILLBROS DOWNSTREAM, LLC, an Oklahoma limited liability company (“Willbros Downstream”), WILLBROS ENGINEERING CALIFORNIA (U.S.), INC., a Delaware corporation (“Willbros Engineering California”), WILLBROS ENGINEERS (U.S.), LLC, a Delaware limited liability company (“Willbros Engineers (U.S.)”), WILLBROS ENGINEERS, LLC, a Louisiana limited liability company (“Willbros Engineers Louisiana”), WILLBROS GOVERNMENT SERVICES (U.S.), LLC, a Delaware limited liability company (“Willbros Government Services”), WILLBROS MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“Willbros Management Services”), WILLBROS PROJECT SERVICES (U.S.), LLC, a Delaware limited liability company (“Willbros Project Services”), WILLBROS T&D SERVICES, LLC, a Delaware limited liability company (“Willbros T&D Services” and together with Holdings, ▇▇▇▇▇, ▇▇▇▇▇▇▇ Construction, ▇▇▇▇▇▇▇ Management, Construction & Turnaround, WUTDM, WUTDNY, Lineal, Premier Utility, Premier West Coast, Trafford, Utilx, Willbros Construction (U.S.), Willbros Construction California, Willbros Downstream Oklahoma, Willbros Downstream, Willbros Engineering California, Willbros Engineers (U.S.), Willbros Engineers Louisiana, Willbros Government Services, Willbros Management Services and Willbros Project Services, the “Initial U.S. Borrowers”), WILLBROS CONSTRUCTION SERVICES (CANADA) L.P., a limited partnership organized under the laws of Alberta, Canada (the “Canadian Borrower” and, together with the U.S. Borrowers (as defined therein), the “Borrowers” and each, a “Borrower”), WILLBROS GROUP, INC., a Delaware corporation (the “Parent”), and the other Persons from time to time party to the Loan Agreement as Guarantors (as defined therein), the financial institutions from time to time party to the Loan Agreement as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as collateral agent and administrative agent for the Secured Parties (the “Agent”). Terms are used herein as defined in the Loan Agreement. The undersigned Financial Officer hereby certifies as of the date hereof that he/she is a Financial Officer of the Parent, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Agent on the behalf of the Parent, and that: [Use following paragraph 1 for Fiscal Year-end financial statements]Treasurer

US Borrowers. WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation Corporation ▇▇▇▇▇, LLC, a Vermont limited liability company Limited Liability Company ▇▇▇▇▇▇▇ CONSTRUCTION CO., L.P., a Texas limited partnership Limited Partnership ▇▇▇▇▇▇▇ CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation Corporation CONSTRUCTION TANK & TURNAROUND SERVICES, LLCL.L.C., a Delaware limited liability company an Oklahoma Limited Liability Company WILLBROS UTILITY T&D OF MASSACHUSETTS, LLCLLC , a New York limited liability company Limited Liability Company WILLBROS UTILITY T&D OF NEW YORK, LLC, a New York limited liability company Limited Liability Company LINEAL INDUSTRIES, INC., a Pennsylvania corporation Corporation PREMIER UTILITY SERVICES, LLC, a New York limited liability company Limited Liability Company PREMIER WEST COAST SERVICES, INC., an Oklahoma corporation Corporation TRAFFORD CORPORATION, a Pennsylvania corporation Corporation UTILX CORPORATION, a Delaware corporation Corporation WILLBROS CONSTRUCTION (U.S.), LLC, a Delaware limited liability company Limited Liability Company WILLBROS CONSTRUCTION CALIFORNIA (U.S.), INC., a Delaware Corporation WILLBROS DOWNSTREAM OF OKLAHOMA, INC., an Oklahoma Corporation WILLBROS DOWNSTREAM, LLC, an Oklahoma limited liability company Limited Liability Company WILLBROS ENGINEERING CALIFORNIA (U.S.), INC., a Delaware Corporation WILLBROS ENGINEERS (U.S.), LLC, a Delaware limited liability corporation WILLBROS ENGINEERS, LLC, a Louisiana limited liability company WILLBROS HEATER SERVICES LLC, an Oklahoma limited liability company WILLBROS GOVERNMENT SERVICES (U.S.), LLC, a Delaware limited liability company THIRD Limited Liability Corporation SECOND AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. WILLBROS ENGINEERS, LLC, a Louisiana Limited Liability Company WILLBROS GOVERNMENT SERVICES (U.S.), LLC, a Delaware Limited Liability Company WILLBROS MANAGEMENT SERVICES, LLC, a Delaware Limited Liability Company WILLBROS PROJECT SERVICES (U.S.), LLC, a Delaware limited liability company Limited Liability Company WILLBROS T&D SERVICES, LLC, a Delaware limited liability company Limited Liability Company By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities WILLBROS CONSTRUCTION SERVICES (CANADA), L.P., an Alberta limited partnershipLimited Partnership, by its General Partner, WILLBROS (CANADA) GP I LIMITED By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer WILLBROS GROUP, INC., a Delaware corporation Corporation WILLBROS MIDSTREAM SERVICES (U.S.), LLC, a Delaware limited liability company Limited Liability Company WILLBROS REFINERY AND MAINTENANCE SERVICES (U.S.), LLC, a Delaware Limited Liability Company WILLBROS UTILITY T&D HOLDINGS, LLC, a Delaware limited liability company Limited Liability Company ▇▇▇▇▇▇▇ HOLDING CO., INC., a Nevada Corporation WILLBROS UTILITY T&D GROUP COMMON PAYMASTER, LLC, a Delaware limited liability company Limited Liability Company SKIBECK PIPELINE COMPANY, INC., a New York corporation Corporation SECOND AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. UTILX OVERSEAS HOLDINGS, INC., a Delaware corporation Corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. WILLBROS CANADA HOLDINGS ULC, a British Columbia unlimited liability company Unlimited Liability Company WILLBROS (CANADA) GP I LIMITED, a British Columbia corporation Corporation WILLBROS (CANADA) GP III LIMITED, a British Columbia Corporation WILLBROS (CANADA) ▇▇ ▇▇ LIMITED, a British Columbia corporation Corporation WILLBROS (CANADA) GP V LIMITED, a British Columbia corporation Corporation 0795781 B.C. LTD., a British Columbia corporation Corporation P/L EQUIPMENT LP, an Alberta limited partnershipLimited Partnership, by its General Partner, 0795781 B.C. LTD. WILLBROS FACILITIES & TANKS (CANADA) LP, an Alberta limited partnershipLimited Partnership, by its General Partner, WILLBROS (CANADA) ▇▇ ▇▇ LIMITED WILLBROS PSS MIDSTREAM (CANADA) LP, an Alberta limited partnershipLimited Partnership, by its General Partner, WILLBROS (CANADA) GP V LIMITED By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities THIRD SECOND AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. as Agent, a U.S. Lender and U.S. Issuing Bank By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. BANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. CAPITAL ONE LEVERAGE FINANCE CORP., as a U.S. Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as a U.S. Lender By: /s/ ▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ Title: Authorized Signatory THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. ▇▇▇▇▇ FARGO CAPITAL FINANCE CORPORATION CANADA, as a Canadian Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President/Credit Officer, Canada THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. SUNTRUST BANK, as a U.S. Lender and a Canadian Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. Financial Statement Date: To: Bank of America, N.A., as Agent Ladies and Gentlemen: Reference is made to the Loan, Security and Guaranty Agreement dated as of August 7, 2013 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation (“Holdings”), ▇▇▇▇▇, LLC, a Vermont limited liability company (“▇▇▇▇▇”), ▇▇▇▇▇▇▇ CONSTRUCTION CO., L.P., a Texas limited partnership (“▇▇▇▇▇▇▇ Construction”), ▇▇▇▇▇▇▇ CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation (“▇▇▇▇▇▇▇ Management”), CONSTRUCTION & TURNAROUND SERVICES, L.L.C., an Oklahoma limited liability company (“Construction & Turnaround”), WILLBROS UTILITY T&D OF MASSACHUSETTS, LLC, a New York limited liability company (“WUTDM”), WILLBROS UTILITY T&D OF NEW YORK, LLC, a New York limited liability company (“WUTDNY”), LINEAL INDUSTRIES, INC., a Pennsylvania corporation (“Lineal”), PREMIER UTILITY SERVICES, LLC, a New York limited liability company (“Premier Utility”), PREMIER WEST COAST SERVICES, INC., an Oklahoma corporation (“Premier West Coast”), TRAFFORD CORPORATION, a Pennsylvania corporation (“Trafford”), UTILX CORPORATION, a Delaware corporation (“Utilx”), WILLBROS CONSTRUCTION (U.S.), LLC, a Delaware limited liability company (“Willbros Construction (U.S.)”) WILLBROS CONSTRUCTION CALIFORNIA (U.S.), INC., a Delaware corporation (“Willbros Construction California”), WILLBROS DOWNSTREAM OF OKLAHOMA, INC., an Oklahoma corporation (“Willbros Downstream Oklahoma”), WILLBROS DOWNSTREAM, LLC, an Oklahoma limited liability company (“Willbros Downstream”), WILLBROS ENGINEERING CALIFORNIA (U.S.), INC., a Delaware corporation (“Willbros Engineering California”), WILLBROS ENGINEERS (U.S.), LLC, a Delaware limited liability company (“Willbros Engineers (U.S.)”), WILLBROS ENGINEERS, LLC, a Louisiana limited liability company (“Willbros Engineers Louisiana”), WILLBROS GOVERNMENT SERVICES (U.S.), LLC, a Delaware limited liability company (“Willbros Government Services”), WILLBROS MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“Willbros Management Services”), WILLBROS PROJECT SERVICES (U.S.), LLC, a Delaware limited liability company (“Willbros Project Services”), WILLBROS T&D SERVICES, LLC, a Delaware limited liability company (“Willbros T&D Services” and together with Holdings, ▇▇▇▇▇, ▇▇▇▇▇▇▇ Construction, ▇▇▇▇▇▇▇ Management, Construction & Turnaround, WUTDM, WUTDNY, Lineal, Premier Utility, Premier West Coast, Trafford, Utilx, Willbros Construction (U.S.), Willbros Construction California, Willbros Downstream Oklahoma, Willbros Downstream, Willbros Engineering California, Willbros Engineers (U.S.), Willbros Engineers Louisiana, Willbros Government Services, Willbros Management Services and Willbros Project Services, the “Initial U.S. Borrowers”), WILLBROS CONSTRUCTION SERVICES (CANADA) L.P., a limited partnership organized under the laws of Alberta, Canada (the “Canadian Borrower” and, together with the U.S. Borrowers (as defined therein), the “Borrowers” and each, a “Borrower”), WILLBROS GROUP, INC., a Delaware corporation (the “Parent”), and the other Persons from time to time party to the Loan Agreement as Guarantors (as defined therein), the financial institutions from time to time party to the Loan Agreement as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as collateral agent and administrative agent for the Secured Parties (the “Agent”). Terms are used herein as defined in the Loan Agreement. The undersigned Financial Officer hereby certifies as of the date hereof that he/she is a Financial Officer of the Parent, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Agent on the behalf of the Parent, and that: [Use following paragraph 1 for Fiscal Year-end financial statements]

US Borrowers. WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation ▇▇▇▇▇, LLC, a Vermont limited liability company ▇▇▇▇▇▇▇ CONSTRUCTION CO., L.P., a Texas limited partnership ▇▇▇▇▇▇▇ CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation CONSTRUCTION TANK SERVICES, SERVICES LLC, a Delaware limited liability company WILLBROS UTILITY T&D OF MASSACHUSETTS, LLC, a New York limited liability company WILLBROS UTILITY T&D OF NEW YORK, LLC, a New York limited liability company LINEAL INDUSTRIES, INC., a Pennsylvania corporation PREMIER UTILITY SERVICES, LLC, a New York limited liability company PREMIER WILLBROS WEST COAST SERVICES, INC., an Oklahoma corporation TRAFFORD CORPORATION, a Pennsylvania corporation UTILX CORPORATION, a Delaware corporation WILLBROS CONSTRUCTION (U.S.), LLC, a Delaware limited liability company WILLBROS DOWNSTREAM, LLC, an Oklahoma limited liability company WILLBROS ENGINEERING CALIFORNIA (U.S.), INC., a Delaware Corporation WILLBROS ENGINEERS (U.S.)& SERVICES, LLC, a Delaware limited liability corporation WILLBROS ENGINEERS, LLC, a Louisiana limited liability company WILLBROS HEATER SERVICES LLC, an Oklahoma limited liability company WILLBROS GOVERNMENT SERVICES (U.S.), LLC, a Delaware limited liability company THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. WILLBROS PROJECT SERVICES (U.S.), LLC, a Delaware Texas limited liability company WILLBROS T&D SERVICES, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities President & Chief Executive Officer WILLBROS CONSTRUCTION SERVICES (CANADA)MINE SERVICES, L.P., an Alberta limited partnership, by its General Partner, WILLBROS (CANADA) GP I LIMITED By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer President & Chief Executive Officer [SIGNATURE PAGE TO ABL LIMITED FORBEARANCE AGREEMENT – WILLBROS] U.S. FACILITY GUARANTORS: WILLBROS GROUP, INC., a Delaware corporation WILLBROS MIDSTREAM SERVICES (U.S.), LLC, a Delaware limited liability company WILLBROS UTILITY T&D HOLDINGS, LLC, a Delaware limited liability company WILLBROS UTILITY T&D GROUP COMMON PAYMASTER, LLC, a Delaware limited liability company SKIBECK PIPELINE COMPANY, INC., a New York corporation UTILX OVERSEAS HOLDINGS, INC., a Delaware corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. President & Chief Executive Officer CANADIAN FACILITY GUARANTORS: WILLBROS CANADA HOLDINGS ULC, a British Columbia unlimited liability company WILLBROS (CANADA) GP I LIMITED, a British Columbia corporation WILLBROS (CANADA) ▇▇ ▇▇ LIMITED, a British Columbia corporation WILLBROS (CANADA) GP V LIMITEDLIMITED , a British Columbia corporation 0795781 B.C. LTD., a British Columbia corporation P/L EQUIPMENT LP, an Alberta limited partnership, by its General Partner, 0795781 B.C. LTD. WILLBROS FACILITIES & TANKS (CANADA) LP, an Alberta limited partnership, by its General Partner, WILLBROS (CANADA) ▇▇ ▇▇ LIMITED WILLBROS PSS MIDSTREAM (CANADA) LP, an Alberta limited partnership, by its General Partner, WILLBROS (CANADA) GP V LIMITED By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Treasurer of each of the above listed entities THIRD AMENDMENT President & Chief Executive Officer [SIGNATURE PAGE TO LOAN, SECURITY AND GUARANTY ABL LIMITED FORBEARANCE AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. – WILLBROS] as Agent, a U.S. Lender Lender, U.S. Swingline Lender, and U.S. Issuing Bank By: /s/ ▇▇▇▇▇▇▇▇ ▇. McKinney_ Name: ▇▇▇▇▇▇▇▇ Name: ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President THIRD AMENDMENT [SIGNATURE PAGE TO LOAN, SECURITY AND GUARANTY ABL LIMITED FORBEARANCE AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. – WILLBROS] BANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Lender, Canadian Swingline Lender and Canadian Issuing Bank By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT [SIGNATURE PAGE TO LOAN, SECURITY AND GUARANTY ABL LIMITED FORBEARANCE AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. CAPITAL ONE LEVERAGE FINANCE CORP., as a U.S. Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. – WILLBROS] ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as a U.S. Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory THIRD AMENDMENT [SIGNATURE PAGE TO LOAN, SECURITY AND GUARANTY ABL LIMITED FORBEARANCE AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. – WILLBROS] ▇▇▇▇▇ FARGO CAPITAL FINANCE CORPORATION CANADA, as a Canadian Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President/Credit Officer, Canada THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. SUNTRUST BANK, as a U.S. Lender and a Canadian Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director THIRD AMENDMENT [SIGNATURE PAGE TO LOAN, SECURITY AND GUARANTY ABL LIMITED FORBEARANCE AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC– WILLBROS] CAPITAL ONE BUSINESS CREDIT CORP., ET AL. Financial Statement Dateas a U.S. Lender By: ToName: Title: [SIGNATURE PAGE TO ABL LIMITED FORBEARANCE AGREEMENT – WILLBROS] Bank of America, N.A., as Agent Ladies and Gentlemen: Reference is made to the Loan, Security and Guaranty Agreement dated as of August 7, 2013 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation (“Holdings”), ▇▇▇▇▇, LLC, a Vermont limited liability company (“▇▇▇▇▇”), ▇▇N.A. $28,088,888.89 Capital One Business Credit Corp. $19,911,111.11 ▇▇▇▇▇ CONSTRUCTION CO.Fargo Bank, L.P.National Association $18,669,629.33 SunTrust Bank $13,330,370.67 Total $80,000,000.00 Bank of America, a Texas limited partnership N.A. (“▇▇acting through its Canada branch) $6,000,000.00 ▇▇▇▇▇ Construction”), ▇▇▇▇▇▇▇ CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation (“▇▇▇▇▇▇▇ Management”), CONSTRUCTION & TURNAROUND SERVICES, L.L.C., an Oklahoma limited liability company (“Construction & Turnaround”), WILLBROS UTILITY T&D OF MASSACHUSETTS, LLC, a New York limited liability company (“WUTDM”), WILLBROS UTILITY T&D OF NEW YORK, LLC, a New York limited liability company (“WUTDNY”), LINEAL INDUSTRIES, INC., a Pennsylvania corporation (“Lineal”), PREMIER UTILITY SERVICES, LLC, a New York limited liability company (“Premier Utility”), PREMIER WEST COAST SERVICES, INC., an Oklahoma corporation (“Premier West Coast”), TRAFFORD CORPORATION, a Pennsylvania corporation (“Trafford”), UTILX CORPORATION, a Delaware corporation (“Utilx”), WILLBROS CONSTRUCTION (U.S.), LLC, a Delaware limited liability company (“Willbros Construction (U.S.)”) WILLBROS CONSTRUCTION CALIFORNIA (U.S.), INC., a Delaware corporation (“Willbros Construction California”), WILLBROS DOWNSTREAM OF OKLAHOMA, INC., an Oklahoma corporation (“Willbros Downstream Oklahoma”), WILLBROS DOWNSTREAM, LLC, an Oklahoma limited liability company (“Willbros Downstream”), WILLBROS ENGINEERING CALIFORNIA (U.S.), INC., a Delaware corporation (“Willbros Engineering California”), WILLBROS ENGINEERS (U.S.), LLC, a Delaware limited liability company (“Willbros Engineers (U.S.)”), WILLBROS ENGINEERS, LLC, a Louisiana limited liability company (“Willbros Engineers Louisiana”), WILLBROS GOVERNMENT SERVICES (U.S.), LLC, a Delaware limited liability company (“Willbros Government Services”), WILLBROS MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“Willbros Management Services”), WILLBROS PROJECT SERVICES (U.S.), LLC, a Delaware limited liability company (“Willbros Project Services”), WILLBROS T&D SERVICES, LLC, a Delaware limited liability company (“Willbros T&D Services” and together with Holdings, ▇▇▇▇▇, ▇▇▇▇▇▇▇ Construction, ▇▇▇▇▇▇▇ Management, Construction & Turnaround, WUTDM, WUTDNY, Lineal, Premier Utility, Premier West Coast, Trafford, Utilx, Willbros Construction (U.S.), Willbros Construction California, Willbros Downstream Oklahoma, Willbros Downstream, Willbros Engineering California, Willbros Engineers (U.S.), Willbros Engineers Louisiana, Willbros Government Services, Willbros Management Services and Willbros Project Services, the “Initial U.S. Borrowers”), WILLBROS CONSTRUCTION SERVICES (CANADA) L.P., a limited partnership organized under the laws of Alberta, Fargo Capital Finance Corporation Canada (the “Canadian Borrower” and, together with the U.S. Borrowers (as defined therein), the “Borrowers” and each, a “Borrower”), WILLBROS GROUP, INC., a Delaware corporation (the “Parent”), and the other Persons from time to time party to the Loan Agreement as Guarantors (as defined therein), the financial institutions from time to time party to the Loan Agreement as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as collateral agent and administrative agent for the Secured Parties (the “Agent”). Terms are used herein as defined in the Loan Agreement. The undersigned Financial Officer hereby certifies as of the date hereof that he/she is a Financial Officer of the Parent, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Agent on the behalf of the Parent, and that: [Use following paragraph 1 for Fiscal Year-end financial statements]$2,330,000.00 SunTrust Bank $1,670,000.00 Total $10,000,000.00