exv4w2



 





Exhibit 4.2




WILLBROS GROUP, INC.




AND




THE BANK OF NEW YORK

As Trustee




 






FIRST SUPPLEMENTAL INDENTURE




DATED AS OF NOVEMBER 2, 2007




TO THE INDENTURE FOR

$84,500,000 AGGREGATE PRINCIPAL AMOUNT

OF

6.5% CONVERTIBLE SENIOR NOTES DUE 2012

DATED AS OF DECEMBER 23, 2005




 






 









 





FIRST SUPPLEMENTAL INDENTURE




     FIRST SUPPLEMENTAL INDENTURE, dated as of November 2, 2007, among Willbros Group, Inc., a
Republic of Panama corporation (the “Company”), Willbros USA, Inc., a Delaware corporation, as
guarantor (the “Guarantor”), and The Bank of New York, a New York banking corporation, as trustee
(the “Trustee”).



     WHEREAS, the Company has duly issued its 6.5% Convertible Senior Notes due 2012 in the
aggregate principal amount of $84,500,000 (the “Notes”) pursuant to an Indenture dated as of
December 23, 2005, among the Company, the Guarantor and the Trustee (the “Indenture”);



     WHEREAS, on May 16, 2007 and May 23, 2007, the Company entered into conversion agreements with
four holders of the Notes pursuant to which, among other things, the four holders converted their
respective Notes into shares of the Company’s common stock, $0.05 par value per share;



     WHEREAS, $32,050,000 in aggregate principal amount of the Notes remain outstanding as of the
date hereof; and



     WHEREAS, the Company has received a consent to certain amendments to the Indenture as
described herein from Holders representing in excess of a majority in aggregate principal amount of
the outstanding Notes as of the date hereof;



     WHEREAS, pursuant to the first subparagraph of Section 11.2 of the Indenture, the Indenture
may be amended with the consent or affirmative vote of the Holders of at least a majority of the
principal amount of the Notes at that time outstanding so long as the amendment does not fall under
subparagraphs (a) through (l) of Section 11.2;



     WHEREAS, the amendment affected by this First Supplemental Indenture does not fall within
subparagraphs (a) through (l) of Section 11.2; and



     WHEREAS, pursuant to Section 11.7 of the Indenture, upon the execution of this First
Supplemental Indenture by the Company and the Trustee, the Indenture shall be modified in
accordance herewith, and this First Supplemental Indenture shall form a part of the Indenture for
all purposes and every Holder of the Notes shall be bound hereby.



     NOW, THEREFORE, the parties hereto agree as follows:



SECTION 1. DEFINITIONS.




     Capitalized terms not defined herein shall have the meanings given to such terms in the
Indenture.



SECTION 2.AMENDMENT TO SECTION 6.13.




     The first paragraph of Section 6.13 shall be amended in its entirety to read as follows:



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     “The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness
(other than Permitted Indebtedness) (a) unless such Indebtedness (other than Credit Agreement
Indebtedness) (i) matures after the Stated Maturity, (ii) is expressly subordinated to the
Indebtedness evidenced by the Securities in right of payment, whether in respect of payment of
interest or upon liquidation or dissolution or otherwise, upon commercially reasonable terms that
are no less favorable than the terms set forth in ARTICLE XIII hereof, (iii) does not require or
permit at any time for the prepayment, repayment, repurchase or defeasance, directly or indirectly,
of any principal or premium, if any, thereon until ninety-one (91) days after the Stated Maturity
or later, and (iv) does not provide for total interest and fees in excess of 10.0% per annum and
(b) if the Incurrence of such Indebtedness (including, without limitation, Credit Agreement
Indebtedness) would cause of the Consolidated Leverage Ratio to exceed 4.00:1.00. The
preceding sentence shall not be applicable during the period from November 2, 2007 to June 30, 2008
(the “Suspension Period”). During the Suspension Period and subject to the Company’s right to
Incur Permitted Indebtedness as further described below, the Company and its Subsidiaries may only
Incur Permitted Indebtedness and Indebtedness from the revolving portion of the 2007 Credit
Facility (as defined below) and the 2007 Term Loan A (as defined below), provided that the Company
may only Incur Indebtedness from the revolving portion of the 2007 Credit Facility and the 2007
Term Loan A if the Company receives gross proceeds of at least $100,000,000 from the issuance of
its common stock in an underwritten public offering. In addition, the following covenants shall be
applicable to the Company during the Suspension Period: (a) if the Company has outstanding
borrowings under the 2007 Term Loan A, the Company shall not have Consolidated EBITDA from
continuing operations for the fiscal year ended December 31, 2007 that is less than zero; (b) on
March 31, 2008, the Company and its Subsidiaries may not have a Consolidated Leverage Ratio that
exceeds 10.00:1.00; and (c) on June 30, 2008, the Company and its Subsidiaries may not have a
Consolidated Leverage Ratio that exceeds 2.00:1.00. For the avoidance of doubt, during the
Suspension Period, (y) it shall be an Event of Default if the Company breaches any of the covenants
in the preceding sentence and (z) in no event shall the Company’s settlement agreements with the
SEC or the Department of Justice or any agreements entered into in connection therewith or the
obligations of the Company or its Subsidiaries thereunder be considered Indebtedness. The Company
has received commitments from a group of lenders, led by Calyon New York Branch (the “Calyon”), to
replace its existing synthetic credit facility with a $150,000,000 senior secured revolving credit
facility, which can be increased to $200,000,000, subject to Calyon’s consent, on or before the
second anniversary of the closing date (the “2007 Credit Facility”). The Company expects that the
2007 Credit Facility will also include a senior secured Term Loan A facility in an initial
aggregate amount of up to $100,000,000 (the “2007 Term Loan A”). Notwithstanding the
foregoing, this Section 6.13 shall not prohibit the Incurrence of the following Indebtedness
(collectively, “Permitted Indebtedness”):”



SECTION 3. MISCELLANEOUS.




     Section 3.1. New York Law to Govern. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF).



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     Section 3.2. Counterparts. This First Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.



     Section 3.3. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.



     Section 3.4. Trustee Disclaimer. The Trustee has accepted the amendment of the Indenture
effected by this First Supplemental Indenture and agrees to execute the trust created by the
Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture,
including the terms and provisions defining and limiting the liabilities and responsibilities of
the Trustee, and, without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the recitals or statements
contained herein, all of which recitals or statements are made solely by the Company, or for or
with respect to (a) the validity or sufficiency of this First Supplemental Indenture or any of the
terms or provisions hereof, (b) the proper authorization hereof by the Company by corporate action
or otherwise, (c) the due execution hereof by the Company and (d) the consequences (direct or
indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the
Trustee makes no representation with respect to any such matters.



 




 




 




[signatures on following page]




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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed and attested, all as of the date first written above.



	 	 	 	 	 
	 	WILLBROS GROUP, INC.

 	 
	 	By:  	/s/ Gay Stanley Mayeux
 	 
	 	 	Name:  	Gay Stanley Mayeux 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	WILLBROS USA, INC., as
Guarantor

 	 
	 	By:  	/s/ Gay Stanley Mayeux
 	 
	 	 	Name:  	Gay Stanley Mayeux 	 
	 	 	Title:  	Vice President - Finance 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK, as
Trustee

 	 
	 	By:  	/s/ Beata Hryniewicka
 	 
	 	 	Name:  	Beata Hryniewicka 	 
	 	 	Title:  	Assistant Vice President 	 
	 




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