SEVENTH AMENDMENT dated as of March 27, 2018 (this “Amendment”), to the Credit Agreement dated as of December 15, 2014 (as amended by that certain First Amendment dated as of March 31, 2015, that certain Second Amendment dated as of September 28,...Credit Agreement • March 29th, 2018 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • New York
THIS CREDIT AGREEMENT, dated as of December 15, 2014, is among Willbros Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders from time to time party hereto and Cortland Capital Market Services LLC, as Administrative Agent.
Employment AgreementEmployment Agreement • November 9th, 2010 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • Washington
This Employment Agreement (this “Agreement”) is dated as of May 8, 2006, and is made by and between InfrastruX Group, Inc., a Washington corporation (“Employer”) and Michael T. Lennon (“Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 6th, 2009 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of __________, 200_, by and between Willbros Group, Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
SECTION SESIXTH AMENDMENT dated as of November 6, 2017 (this “Amendment”), to the Credit Agreement dated as of December 15, 2014 (as amended by that certain First Amendment dated as of March 31, 2015, that certain Second Amendment dated as of...Credit Agreement • November 9th, 2017 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • New York
THIS CREDIT AGREEMENT, dated as of December 15, 2014, is among Willbros Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders from time to time party hereto and Cortland Capital Market Services LLC, as Administrative Agent.
FORBEARANCE AGREEMENTForbearance Agreement • March 28th, 2018 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec
THIS FORBEARANCE AGREEMENT, dated as of March 27, 2018 (this “Agreement”), is entered into by and between Willbros Group, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties identified on the signature pages hereto, Cortland Capital Market Services LLC, as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), and the lenders appearing on the signature pages hereto (the “Forbearing Lenders” and collectively with each other lender under the Credit Agreement (as defined below), the “Lenders”). Each of the foregoing shall be referred to herein as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2010 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of November, 2007 (the “Effective Date”), between Integrated Service Company LLC, an Oklahoma limited liability company (the “Employer”), and Clayton W. Hughes (the “Executive”).
ContractWillbros Group, Inc.\NEW\ • May 2nd, 2017 • Oil & gas field services, nec • New York
FIFTH AMENDMENT dated as of March 3, 2017 (this “Fifth Amendment”), to the Credit Agreement dated as of December 15, 2014 (as amended by that certain First Amendment dated as of March 31, 2015, that certain Second Amendment dated as of September 28, 2015, that certain Resignation of Administrative Agent and Appointment of Administrative Agent Agreement dated as of February 4, 2016, that certain Third Amendment dated as of March 1, 2016, that certain Fourth Amendment dated as of July 26, 2016, and as it may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Willbros Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, KKR Credit Advisors (US) LLC, as Arranger (the “Arranger”), and Cortland Capital Market Services LLC, as Administrative Agent (in such capacity, the “Administrative Agent”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • April 9th, 2012 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • Texas
THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) by and between Willbros United States Holdings, Inc. (“Willbros”) and Richard Cellon (“Employee”) is effective on the eighth day following the timely execution by Executive as specified below (the “Effective Date”).
WILLBROS GROUP, INC. WAIVER AND RELEASE AGREEMENTWaiver and Release Agreement • March 31st, 2015 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • Texas
This Waiver and Release Agreement (this “Agreement”), made as of the 20th day of October, 2014 and effective as of the Effective Date, defined below, is made by and among Willbros Group, Inc., acting on behalf of itself and its subsidiaries and affiliates (together with all successors thereto, “Company”) and Earl Collins (“Participant”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • March 11th, 2010 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • Texas
THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made and entered into as of the 25th day of February, 2010, by and between Willbros United States Holdings, Inc. (“Willbros”) and its affiliate, Integrated Service Company, LLC (“InServ”) (collectively, “Company”), and Arlo B. DeKraai (“Executive”) and is effective February 28, 2010.
Robert R. HarlWillbros Group, Inc.\NEW\ • December 15th, 2014 • Oil & gas field services, nec
Reference is made to that certain Employment Agreement dated as of September 20, 2010, between Willbros United States Holdings, Inc., a Delaware corporation (“WUSH”), and me, as amended by Amendment No. 1 thereto dated as of April 16, 2013, among WUSH, Willbros Group, Inc., a Delaware corporation (“WGI”), and me (as amended, the “Employment Agreement”), and to that certain letter dated August 29, 2014 (the “Waiver Letter”). Any capitalized terms used in this letter but not defined herein shall be defined in accordance with the Employment Agreement.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 9th, 2011 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • New York
ContractWillbros Group, Inc.\NEW\ • March 10th, 2016 • Oil & gas field services, nec • New York
THIRD AMENDMENT dated as of March 1, 2016 (this “Third Amendment”), to the Credit Agreement dated as of December 15, 2014 (as amended by that certain First Amendment dated as of March 31, 2015, that certain Second Amendment dated as of September 28, 2015, that certain Resignation of Administrative Agent and Appointment of Administrative Agent Agreement dated as of February 4, 2016, and as it may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Willbros Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, KKR Credit Advisors (US) LLC, as Arranger (the “Arranger”), and Cortland Capital Market Services LLC, as Administrative Agent (in such capacity, the “Administrative Agent”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • November 9th, 2012 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • Texas
THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) by and between Hawkeye LLC, Willbros United States Holdings, Inc. and Willbros Group, Inc. (collectively the “Company”) and Michael Giarratano (“Executive”) is effective on the eighth day following the timely execution by Executive as specified below (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2011 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 17th day of November, 2011, between Willbros United States Holdings, Inc., a Delaware corporation (the “Corporation”), and Van A. Welch (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2011 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 7th day of February, 2011 (the “Effective Date”), between Willbros United States Holdings, Inc., a Delaware corporation (the “Corporation”), and J. Robert Berra (the “Executive”).
SUPPLEMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 4th, 2009 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • New York
This Supplement No. 3 dated as of March 3, 2009 (this “Supplement”) supplements the Credit Agreement dated as of November 20, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Willbros United States Holdings, Inc., a Delaware corporation formerly known as Willbros USA, Inc. (the “Borrower”), Willbros Group, Inc., a Panamanian corporation (the “Existing Parent”), certain Subsidiaries and Affiliates of the Existing Parent (together with the Existing Parent, each, a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (the “Lenders”) and Calyon New York Branch, as Administrative Agent, Collateral Agent and Issuing Bank.
CREDIT AGREEMENT Dated as of June 30, 2010, among WILLBROS UNITED STATES HOLDINGS, INC. as Borrower, WILLBROS GROUP, INC. and CERTAIN SUBSIDIARIES THEREOF, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, CRÉDIT AGRICOLE CORPORATE AND...Credit Agreement • July 7th, 2010 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • New York
THIS CREDIT AGREEMENT, dated as of June 30, 2010, is among Willbros United States Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders, Crédit Agricole Corporate and Investment Bank, as Administrative Agent, Collateral Agent, and Issuing Bank, UBS Securities, LLC, as Syndication Agent, and Natixis, The Bank of Nova Scotia and Capital One, N.A., as Co-Documentation Agents.
WAIVER AND RELEASE AGREEMENTWaiver and Release Agreement • August 5th, 2014 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • Texas
This Waiver and Release Agreement (this “Agreement”), made as of the 19th day of May, 2014, is made by and among Willbros Group, Inc. (together with all successors thereto, “Company”) and Jerrit Coward (“Participant”).
FIRST AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENTAnd Guaranty Agreement • November 6th, 2013 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • New York
This FIRST AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of August 30, 2013, among WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation (“Holdings”), BEMIS, LLC, a Vermont limited liability company (“Bemis”), CHAPMAN CONSTRUCTION CO., L.P., a Texas limited partnership (“Chapman Construction”), CHAPMAN CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation (“Chapman Management”), CONSTRUCTION & TURNAROUND SERVICES, L.L.C., an Oklahoma limited liability company (“Construction & Turnaround”), HALPIN LINE CONSTRUCTION LLC, a New York limited liability company (“Halpin”), HAWKEYE, LLC, a New York limited liability company (“Hawkeye”), 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 CORPO
WILLBROS GROUP, INC. RESTRICTED STOCK UNITS AWARD AGREEMENTWillbros Group, Inc.\NEW\ • September 22nd, 2010 • Oil & gas field services, nec
LIMITED FORBEARANCE AGREEMENTLimited Forbearance Agreement • March 28th, 2018 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • New York
This LIMITED FORBEARANCE AGREEMENT (this “Agreement”), is entered into as of March 27, 2018, among WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation (“Holdings”), CHAPMAN CONSTRUCTION CO., L.P., a Texas limited partnership (“Chapman Construction”), CHAPMAN CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation (“Chapman Management”), CONSTRUCTION TANK SERVICES LLC, a Delaware limited liability company (“Construction Tank”), WILLBROS UTILITY T&D OF NEW YORK, LLC, a New York limited liability company (“WUTDNY”), LINEAL INDUSTRIES, INC., a Pennsylvania corporation (“Lineal”), WILLBROS WEST COAST SERVICES, INC., an Oklahoma corporation (“Willbros West Coast”), WILLBROS CONSTRUCTION (U.S.), LLC, a Delaware limited liability company (“Willbros Construction (U.S.)”), WILLBROS ENGINEERING & SERVICES, LLC, a Texas limited liability company (“Willbros Engineering & Services”), WILLBROS T&D SERVICES, LLC, a Delaware limited liability company (“Willbros T&D Services”, and together with
Robert R. HarlWillbros Group, Inc.\NEW\ • December 15th, 2014 • Oil & gas field services, nec
Reference is made to that certain Employment Agreement dated as of September 20, 2010, between Willbros United States Holdings, Inc., a Delaware corporation (“WUSH”), and me, as amended by Amendment No. 1 thereto dated as of April 16, 2013, among WUSH, Willbros Group, Inc., a Delaware corporation (“WGI”), and me (as amended, the “Employment Agreement”). Any capitalized terms used in this waiver letter but not defined herein shall be defined in accordance with the Employment Agreement.
SECOND SUPPLEMENTAL INDENTURE AMONG WILLBROS GROUP, INC., a Republic of Panama Corporation WILLBROS GROUP, INC., a Delaware Corporation WILLBROS UNITED STATES HOLDINGS, INC., a Delaware Corporation formerly known as Willbros USA, Inc. AND THE BANK OF...Second Supplemental Indenture • March 4th, 2009 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of March 3, 2009 (the “Effective Date”), among Willbros Group, Inc., a Republic of Panama corporation (the “Company”), Willbros Group, Inc., a Delaware corporation (“Willbros Delaware”), Willbros United States Holdings, Inc., a Delaware corporation formerly known as Willbros USA, Inc. (“Guarantor”) and The Bank of New York Mellon (formerly known as The Bank of New York) (the “Trustee”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 28th, 2010 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) is made and entered into as of June 22, 2010, by and among Willbros Group, Inc., a Delaware corporation (“Parent”), Co Merger Sub I, Inc., a newly formed Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), Ho Merger Sub II, LLC, a newly formed Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and InfrastruX Group, Inc., a Washington corporation (the “Company,” and, together with Parent and the Merger Subs, the “Parties”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2010 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • Texas
This Amendment No. 1 to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into as of the 23rd day of March, 2010, by and between Willbros United States Holdings, Inc. (formerly known as Willbros USA, Inc.), a Delaware corporation (the “Corporation”), and Robert R. Harl (the “Executive”).
ContractEighth • May 11th, 2018 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • New York
EIGHTH AMENDMENT dated as of May 10, 2018 (this “Amendment”), to the Credit Agreement, dated as of December 15, 2014 (as amended by that certain First Amendment, dated as of March 31, 2015, that certain Second Amendment, dated as of September 28, 2015, that certain Resignation of Administrative Agent and Appointment of Administrative Agent Agreement, dated as of February 4, 2016, that certain Third Amendment, dated as of March 1, 2016, that certain Fourth Amendment, dated as of July 26, 2016, that certain Fifth Amendment, dated as of March 3, 2017, that certain Sixth Amendment, dated as of November 6, 2017, and that certain Seventh Amendment, dated as of March 27, 2018, the “Credit Agreement”), among WILLBROS GROUP, INC., a Delaware corporation (the “Borrower”), the GUARANTORS from time to time party thereto, PRIMORIS SERVICES CORPORATION, a Delaware corporation (the “Initial First-Out Lender”), KKR CREDIT ADVISORS (US) LLC, as Arranger and Bookrunner, the LENDERS from time to time par
WILLBROS GROUP, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 1st, 2017 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec
STOCKHOLDER AGREEMENT BY AND BETWEEN WILLBROS GROUP, INC. AND INFRASTRUX HOLDINGS, LLC DATED AS OF MARCH 11, 2010Stockholder Agreement • March 16th, 2010 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • Delaware
This Stockholder Agreement (this “Agreement”) is made as of March 11, 2010 between Willbros Group, Inc., a Delaware corporation (the “Company”), and InfrastruX Holdings, LLC, a Delaware limited liability company (the “Investor”).
LOAN, SECURITY AND GUARANTY AGREEMENT Dated as of August 7, 2013 among WILLBROS UNITED STATES HOLDINGS, INC., BEMIS, LLC, CHAPMAN CONSTRUCTION CO., L.P., CHAPMAN CONSTRUCTION MANAGEMENT CO., INC., CONSTRUCTION & TURNAROUND SERVICES, L.L.C., LINEAL...Loan, Security and Guaranty Agreement • November 6th, 2013 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • New York
THIS LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of August 7, 2013, among WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation (“Holdings”), BEMIS, LLC, a Vermont limited liability company (“Bemis”), CHAPMAN CONSTRUCTION CO., L.P., a Texas limited partnership (“Chapman Construction”), CHAPMAN CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation (“Chapman Management”), CONSTRUCTION & TURNAROUND SERVICES, L.L.C., an Oklahoma limited liability company (“Construction & Turnaround”), HAWKEYE, LLC, a New York limited liability company (“Hawkeye”), HALPIN LINE CONSTRUCTION LLC, a New York limited liability company (“Halpin”), 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”), WILL
ContractWillbros Group, Inc.\NEW\ • April 3rd, 2015 • Oil & gas field services, nec • New York
FIRST AMENDMENT dated as of March 31, 2015 (this “First Amendment”), to the Credit Agreement dated as of December 15, 2014 (as it may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Willbros Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, KKR Credit Advisors (US) LLC, as Arranger (the “Arranger”), and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
WILLBROS GROUP, INC. LONG-TERM INCENTIVE AWARD AGREEMENTWillbros Group, Inc.\NEW\ • August 2nd, 2011 • Oil & gas field services, nec
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • April 4th, 2012 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • New York
This Amendment No. 2 to Credit Agreement (this “Amendment”) dated as of March 19, 2012, is among Willbros United States Holdings, Inc., a Delaware corporation (the “Borrower”), and lenders party to the Credit Agreement (as defined below) that are party hereto.
INTRODUCTIONCredit Agreement • November 8th, 2012 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec • New York
THIS CREDIT AGREEMENT, dated as of June 30, 2010, as amended and restated as of November 8, 2012, is among Willbros United States Holdings, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders, Crédit Agricole Corporate and Investment Bank, as Administrative Agent, Collateral Agent, and Issuing Bank, UBS Securities, LLC, as Syndication Agent, and Natixis, The Bank of Nova Scotia and Capital One, N.A., as Co-Documentation Agents.
FIRST AMENDMENT TO STOCKHOLDER AGREEMENTStockholder Agreement • April 26th, 2011 • Willbros Group, Inc.\NEW\ • Oil & gas field services, nec
This FIRST AMENDMENT TO STOCKHOLDER AGREEMENT (this “Amendment”) is made and entered into as of April 21, 2011, by and between Willbros Group, Inc., a Delaware corporation (the “Company”), and InfrastruX Holdings, LLC, a Delaware limited liability company (the “Investor” and, together with the Company, the “Parties”).
