EXHIBIT 10.4 THIRD AMENDMENT AND WAIVER THIS THIRD AMENDMENT AND WAIVER (this "Amendment") dated as of November 23, 2005 (the "Amendment Effective Date"), is by and among Willbros Group, Inc., a Republic of Panama corporation (herein referred to as...Willbros Group Inc • December 23rd, 2005 • Oil & gas field services, nec • New York
Company FiledDecember 23rd, 2005 Industry Jurisdiction
A. The Borrowers, the Agent and the Banks are parties to that certain Credit Agreement dated as of February 20, 1997, as amended by First Amendment to Credit Agreement dated as of April 2, 1998, by Second Amendment to Credit Agreement dated as of...Credit Agreement • August 14th, 2000 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledAugust 14th, 2000 Company Industry Jurisdiction
EXHIBIT 10.3 WILLBROS GROUP, INC. 2.75% CONVERTIBLE SENIOR NOTES DUE 2024 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2004 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledMay 7th, 2004 Company Industry Jurisdiction
UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2002 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledApril 3rd, 2002 Company Industry Jurisdiction
AS ISSUER, ANDWillbros Group Inc • May 7th, 2004 • Oil & gas field services, nec • New York
Company FiledMay 7th, 2004 Industry Jurisdiction
5. THE PLAN AND AMENDMENTS. This Agreement shall be subject to the terms and conditions of the Plan as presently constituted and as may be amended 2Non-Qualified Stock Option Agreement • March 31st, 1997 • Willbros Group Inc • Oil & gas field services, nec
Contract Type FiledMarch 31st, 1997 Company Industry
EXHIBIT 10.3 WILLBROS GROUP, INC. 6.5% CONVERTIBLE SENIOR NOTES DUE 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2005 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledDecember 23rd, 2005 Company Industry Jurisdiction
OF 6.5% CONVERTIBLE SENIOR NOTES DUE 2012Indenture • December 23rd, 2005 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledDecember 23rd, 2005 Company Industry Jurisdiction
EXHIBIT 10.3 PLEDGE AGREEMENTPledge Agreement • March 31st, 1997 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledMarch 31st, 1997 Company Industry Jurisdiction
ANDWillbros Group Inc • June 15th, 2001 • Oil & gas field services, nec • New York
Company FiledJune 15th, 2001 Industry Jurisdiction
RECITALSEmployment Agreement • January 6th, 2005 • Willbros Group Inc • Oil & gas field services, nec • Texas
Contract Type FiledJanuary 6th, 2005 Company Industry Jurisdiction
EXHIBIT 10.23 SEPARATION AGREEMENT AND RELEASE -------------------------------- THIS SEPARATION AGREEMENT AND RELEASE ("Agreement") is made and entered into this 31st day of March, 1999, by and between WILLBROS USA, INC. ("Employer") and M. KIETH...Separation Agreement • March 31st, 1999 • Willbros Group Inc • Oil & gas field services, nec • Oklahoma
Contract Type FiledMarch 31st, 1999 Company Industry Jurisdiction
EXHIBIT 4.1 RIGHTS AGREEMENT by and between WILLBROS GROUP, INC.Rights Agreement • April 12th, 1999 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledApril 12th, 1999 Company Industry Jurisdiction
EXHIBIT 10.4 CONSULTING SERVICES AGREEMENT THIS CONSULTING SERVICES AGREEMENT ("Agreement") is entered into as of the 1st day of June, 2002, by and between WILLBROS GROUP, INC. ("Willbros"), a Republic of Panama corporation, and LARRY J. BUMP...Consulting Services Agreement • August 14th, 2002 • Willbros Group Inc • Oil & gas field services, nec • Texas
Contract Type FiledAugust 14th, 2002 Company Industry Jurisdiction
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • March 31st, 1997 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledMarch 31st, 1997 Company Industry Jurisdiction
DATE]Restricted Stock Award Agreement • November 22nd, 2005 • Willbros Group Inc • Oil & gas field services, nec
Contract Type FiledNovember 22nd, 2005 Company Industry
TO THE INDENTURE FOR $70,000,000 AGGREGATE PRINCIPAL AMOUNT OF 2.75% CONVERTIBLE SENIOR NOTES DUE 2024 DATED AS OF MARCH 12, 2004First Supplemental Indenture • September 28th, 2005 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledSeptember 28th, 2005 Company Industry Jurisdiction
RECITALSPurchase Agreement • December 23rd, 2005 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledDecember 23rd, 2005 Company Industry Jurisdiction
THIS SECURITY AGREEMENT AND FINANCING STATEMENT (this "Agreement") is made as of July 27, 2000, among the Persons --------- identified in Annex I (each a "Debtor" and collectively the ------ "Debtors"); and ABN AMRO Bank N.V., having offices at 335...Security Agreement • August 14th, 2000 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledAugust 14th, 2000 Company Industry Jurisdiction
NEWS RELEASE CONTACT: Michael W. Collier Investor Relations Manager Willbros USA, Inc. FOR IMMEDIATE RELEASE (713) 403-8016Exhibit 99 • November 6th, 2003 • Willbros Group Inc • Oil & gas field services, nec
Contract Type FiledNovember 6th, 2003 Company Industry
EXHIBIT 10.9 EMPLOYMENT AGREEMENT -------------------------------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 1st day of January, 1997, by and among Willbros Engineers, Inc. ("Employer"), a Delaware,...Employment Agreement • March 31st, 1997 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledMarch 31st, 1997 Company Industry Jurisdiction
2. The definition of "Agreement" in Section 1.1 of the --------- Credit Agreement is hereby amended to read as follows:Credit Agreement • March 31st, 1999 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledMarch 31st, 1999 Company Industry Jurisdiction
DATE]Willbros Group Inc • November 22nd, 2005 • Oil & gas field services, nec
Company FiledNovember 22nd, 2005 Industry
warranties and representations and the other terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company ratably in accordance with the number of Firm Shares to be purchased by...Underwriting Agreement • September 2nd, 1997 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledSeptember 2nd, 1997 Company Industry Jurisdiction
WITNESSETH:Separation Agreement and Release • August 14th, 2002 • Willbros Group Inc • Oil & gas field services, nec • Texas
Contract Type FiledAugust 14th, 2002 Company Industry Jurisdiction
amongAssignment and Assumption Agreement • May 7th, 2004 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledMay 7th, 2004 Company Industry Jurisdiction
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2006 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledOctober 27th, 2006 Company Industry JurisdictionSECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 26, 2006, by and among Willbros Group, Inc., a corporation organized under the laws of Panama, with its principal offices at Plaza 2000 Building, 50th Street, 8th Floor, P.O. Box 0816-01098, Panama, Republic of Panama (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
EXHIBIT 10.5 FOURTH AMENDMENT AND WAIVER This Fourth Amendment and Waiver (this "Amendment") dated as of December 21, 2005, is by and among Willbros Group, Inc., a Republic of Panama corporation (herein referred to as the "Company") and the Designated...Fourth Amendment and Waiver • December 23rd, 2005 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledDecember 23rd, 2005 Company Industry Jurisdiction
FIRST AMENDMENT AND WAIVERFirst Amendment and Waiver • August 9th, 2004 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledAugust 9th, 2004 Company Industry Jurisdiction
EXHIBIT 10.1 CREDIT AGREEMENTMaster Pledge Agreement • August 14th, 2002 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledAugust 14th, 2002 Company Industry Jurisdiction
EXHIBIT 10.13 INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made and entered into effective as of the ----------------day of ----------------, 19------ ("Effective Date"), by and between WILLBROS GROUP,...Incentive Stock Option Agreement • March 31st, 1997 • Willbros Group Inc • Oil & gas field services, nec
Contract Type FiledMarch 31st, 1997 Company Industry
6,875,000 Shares WILLBROS GROUP, INC. Common Stock ($0.05 par value per Share) Underwriting Agreement November 14, 2007Underwriting Agreement • November 20th, 2007 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledNovember 20th, 2007 Company Industry JurisdictionWe have acted as counsel to Willbros Group, Inc., a Republic of Panama corporation (the “Company”), in connection with the Underwriting Agreement dated November 14, 2007 (the “Underwriting Agreement”) among the Company and the underwriters named in Schedule A thereto (the “Underwriters”), with respect to the public offering (the “Offering”) of common stock, par value $0.05 per share, of the Company (the “Common Stock”). This opinion is furnished to the Underwriters pursuant to Section 6(a) of the Underwriting Agreement. Except as otherwise provided herein, capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Underwriting Agreement.
CONVERSION AGREEMENTConversion Agreement • May 24th, 2007 • Willbros Group Inc • Oil & gas field services, nec • New York
Contract Type FiledMay 24th, 2007 Company Industry JurisdictionCONVERSION AGREEMENT (the “Agreement”), dated as of May 23, 2007, by and between Willbros Group, Inc., a corporation organized under the laws of the Republic of Panama, with headquarters located at Plaza 2000 Building, 50th Street, 8th Floor, P.O. Box 0816-01098, Panama, Republic of Panama (the “Company”), and ___(“Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).
DATE]Willbros Group Inc • May 7th, 2004 • Oil & gas field services, nec
Company FiledMay 7th, 2004 Industry
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2006 • Willbros Group Inc • Oil & gas field services, nec • Texas
Contract Type FiledNovember 9th, 2006 Company Industry JurisdictionTHIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 28th day of August, 2006, between Willbros USA, Inc., a Delaware corporation (the “Corporation”), and Van A. Welch (the “Executive”).