exv4w2






Exhibit 4.2




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 NEW YORK MELLON

formerly known as The Bank of New York




As Trustee




DATED AS OF




MARCH 3, 2009




TO INDENTURE FOR 6.5% CONVERTIBLE SENIOR NOTES DUE 2012

DATED AS OF DECEMBER 23, 2005




 









 





     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”).



RECITALS




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated
as of December 23, 2005, as supplemented by the First Supplemental Indenture thereto, dated as of
November 2, 2007 (the “First Supplemental Indenture,” and such indenture as so supplemented, the
“Indenture”), pursuant to which the Company has duly issued 6.5% Convertible Senior Notes due 2012
(the “Notes”) in the aggregate principal amount of $84,500,000, of which $32,050,000 in aggregate
principal amount of the Notes are outstanding as of the Effective Date; and



     WHEREAS, pursuant to the Agreement and Plan of Merger dated as of December 10, 2008 (the
“Merger Agreement”) among the Company, Willbros Delaware and Willbros Merger, Inc., a Delaware
corporation and a wholly owned subsidiary of Willbros Delaware (“Sub”), Sub has agreed to merge
with and into the Company (the “Merger”), with the Company being the surviving corporation in the
Merger, following which the Company will be a direct, wholly owned subsidiary of Willbros Delaware;
and



     WHEREAS, in connection with the Merger, Willbros Delaware has determined that it will be in
the best interests of, and beneficial to, Willbros Delaware to enter into this Second Supplemental
Indenture for the purpose of assuming all obligations of the Company under the Notes and the
Indenture in accordance with the terms of this Second Supplemental Indenture; and



     WHEREAS, to affirm that its Guarantee as Guarantor shall apply to the obligations of Willbros
Delaware (in substitution for the Company) under the Indenture and the Securities, as provided in
the Indenture and Second Supplemental Indenture, the Guarantor desires to enter into this Second
Supplemental Indenture with the Company, Willbros Delaware and the Trustee; and



     WHEREAS, pursuant to the Merger Agreement, as of the effective time of the Merger (the
“Effective Time”), each issued share of common stock of the Company, par value US $0.05 per share
(“Company Common Stock”) shall be automatically converted into the right to receive one common
share, par value US $0.05 per share, of Willbros Delaware (“Willbros Delaware Common Shares”); and



     WHEREAS, pursuant to Section 12.5 of the Indenture, as a result of the Merger, the Company is
required to execute and deliver to the Trustee a supplemental indenture providing (i) that the
Notes shall be convertible into Willbros Delaware Common Shares and (ii) for adjustments of the
Conversion Rate which shall be as nearly equivalent as may be practicable to the adjustments
provided for in Section 12.3 of the Indenture; and



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     WHEREAS, for U.S. federal income tax purposes, the assumption by Willbros Delaware of all
obligations of the Company under the Notes and the Indenture in accordance with the terms of this
Second Supplemental Indenture is intended to be treated as an exchange of the Company’s securities
for Willbros Delaware’s securities and such exchange, together with the Merger, is intended to be
part of a reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended; and



     WHEREAS, Section 11.1 of the Indenture permits the execution of supplemental indentures
without the consent of any Holders to make provision with respect to the requirements of Section
12.5 of the Indenture; and



     WHEREAS, Section 11.1 of the Indenture permits the execution of supplemental indentures
without the consent of any Holders to make any other provisions with respect to matters or
questions arising which the Company may deem necessary or desirable and which shall not be
inconsistent with the provisions of the Indenture; provided, that any such action does not
adversely affect the interests of the Holders of Securities in any material respect; and



     WHEREAS, the Board of Directors of the Company has determined that the provisions of this
Second Supplemental Indenture do not adversely affect the interests of the Holders of Securities in
any material respect and the Company, pursuant to the foregoing authority, proposes in and by this
Second Supplemental Indenture to supplement and amend the Indenture in certain respects; and



     WHEREAS, all things necessary have been done to make this Second Supplemental Indenture a
valid agreement of the Company, Willbros Delaware and Guarantor, in accordance with its terms.



     NOW THEREFORE:



     In consideration of the premises provided for herein, the Company, Willbros Delaware,
Guarantor and the Trustee mutually covenant and agree as follows:



ARTICLE ONE




PROVISIONS OF GENERAL APPLICATION




     SECTION 1.01. Applicability of Amendments. This Second Supplemental Indenture with respect
to the Notes is effective as of the Effective Date.



     SECTION 1.02. Definitions. All capitalized terms which are used herein and not otherwise
defined herein are defined in the Indenture and are used herein with the same meanings as in the
Indenture. If a capitalized term is defined in the Indenture and this Supplemental Indenture, the
definition in this Supplemental Indenture shall apply to the Indenture and the Notes.



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     SECTION 1.03. Provisions of the Indenture. Except insofar as herein otherwise expressly
provided, all the definitions, provisions, terms and conditions of the Indenture shall remain in
full force and effect. The Indenture as modified by this Second Supplemental Indenture is in all
respects ratified and confirmed, and the Indenture and this Second Supplemental Indenture shall be
read, taken and considered as one and the same instrument for all purposes and every Holder of
Notes authenticated and delivered under the Indenture shall be bound hereby. The provisions of
this Second Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of
the Indenture to the extent the Indenture is inconsistent herewith.



ARTICLE TWO




ASSUMPTION OF THE INDENTURE AND THE SECURITIES




     SECTION 2.01. Assumption of Obligations. As of the Effective Date, contemporaneous with the
Merger, Willbros Delaware does hereby assume the due and punctual payment of the principal of,
interest on and Additional Amounts and Additional Interest, if any, on all of the Securities,
according to their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of the Indenture and the Registration Rights Agreement to be performed by
the Company. As of the Effective Date, Willbros Delaware shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under the Indenture with the same effect as
if Willbros Delaware had been initially named as the Company therein.



     SECTION 2.02. Release of the Company. As of the Effective Date, the Company shall be
released and discharged from all liabilities, obligations and covenants under the Indenture, the
Notes and the Registration Rights Agreement.



     SECTION 2.03. Confirmation of Guarantee. Guarantor hereby confirms that its Guarantee under
the Indenture shall apply to the obligations of Willbros Delaware (in substitution for the
Company) under the Indenture and the Securities.



ARTICLE THREE




CONVERSION RIGHTS




     In accordance with Section 12.5 of the Indenture and subject to and upon compliance with the
provisions of Article XII of the Indenture, the Holder of each Note outstanding at the Effective
Time shall have the right to convert such Note into the number of Willbros Delaware Common Shares
equal to the number of shares of Company Common Stock deliverable upon conversion of such Note
immediately prior to the Effective Time. Willbros Delaware hereby agrees in accordance with
Section 12.5 of the Indenture to make any subsequent adjustments of the Conversion Rate which shall
be as nearly equivalent as may be practicable to the adjustments provided for in Article XII of the
Indenture, and for such purpose (a) from and after the Effective Time of the Merger all references
in Article XII of the Indenture to “Common Stock,” or to actions taken by or in respect of, or
other circumstances existing with respect to, the Company (in respect of the Common Stock or
otherwise) that require (or exempt the Company from



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making any) adjustment of the number of shares of such Common Stock issuable upon conversion
of Notes and/or the Conversion Rate, or change of the securities or other property into which Notes
shall be convertible shall, insofar as the same relate to or affect the convertibility, or
conversion, of Notes, or the terms thereof, or the securities or other property into which Notes
shall be convertible, be deemed to mean and refer to Willbros Delaware Common Shares or actions
taken by or in respect of, or circumstances existing with respect to, Willbros Delaware (in respect
of the Willbros Delaware Common Shares or otherwise), as the case may be, mutatis mutandis; (b) the
references to the Company in Article XII, shall be deemed to be references to Willbros Delaware,
mutatis mutandis; and (c) the term “Board of Directors” as used in Article XII shall be deemed to
mean and refer to Willbros Delaware’s board of directors.




ARTICLE FOUR




MISCELLANEOUS PROVISIONS




     SECTION 4.01. Integral Part. This Supplemental Indenture constitutes an integral part of the
Indenture.



     SECTION 4.02. Trust Indenture Act Controls. If any provision of this Second Supplemental
Indenture limits, qualifies or conflicts with another provision which is required to be included in
this Second Supplemental Indenture by the TIA, the required provision shall control. If any
provision of this Second Supplemental Indenture modifies any TIA provision that may be so modified,
such TIA provision shall be deemed to apply to this Second Supplemental Indenture as so modified.
If any provision of this Second Supplemental Indenture excludes any TIA provision that may be so
excluded, such TIA provision shall be excluded from this Second Supplemental Indenture.



     SECTION 4.03. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     SECTION 4.04. Severability. In case any provision in this Second Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall, to the fullest extent permitted by applicable law, not in any way be
affected or impaired thereby.



     SECTION 4.05. Counterpart Originals. The parties may sign any number of copies of this
Second Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.



     SECTION 4.06. Successors. All agreements of the Company, Willbros Delaware or Guarantor in
this Second Supplemental Indenture shall bind their respective successors. All agreements of the
Trustee in this Second Supplemental Indenture shall bind its successors.



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     SECTION 4.07. Headings. The headings of the Articles and Sections of this Second
Supplemental Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms or provisions
hereof.



     SECTION 4.08. Benefit of Second Supplemental Indenture. Nothing in this Second Supplemental
Indenture, express or implied, shall give to any Person, other than the parties hereto, any
Registrar, any Paying Agent and their successors hereunder, and the Holders of Securities, any
benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.



     SECTION 4.09. Acceptance by Trustee. The Trustee accepts the amendments to the Indenture
effected by this Second Supplemental Indenture and agrees to execute the trusts created by the
Indenture as hereby amended, but only upon the terms and conditions set forth in this Second
Supplemental Indenture and the Indenture. Without limiting the generality of the foregoing, the
Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall
be taken as the statements of the Company, Willbros Delaware and Guarantor and except as provided
in the Indenture, the Trustee shall not be responsible or accountable in any way whatsoever for or
with respect to the validity or execution or sufficiency of this Second Supplemental Indenture and
the Trustee makes no representation with respect thereto. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee
under the TIA or the Indenture shall be deemed incorporated herein by this reference and shall be
deemed applicable to all actions taken, suffered or omitted by the Trustee under this Second
Supplemental Indenture.



[Signatures on following page.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the day and year first written above.



	 	 	 	 	 
	 	WILLBROS GROUP, INC., a Republic of Panama

Corporation

 	 
	 	By:  	/s/ Van A. Welch
 	 
	 	 	Van A. Welch 	 
	 	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 	WILLBROS GROUP, INC., a Delaware Corporation

 	 
	 	By:  	/s/ Van A. Welch
 	 
	 	 	Van A. Welch 	 
	 	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 	WILLBROS UNITED STATES HOLDINGS, INC., a Delaware
Corporation (f/k/a/ Willbros USA, Inc.)

 	 
	 	By:  	/s/ Van A. Welch
 	 
	 	 	Van A. Welch 	 
	 	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 	THE BANK OF NEW YORK MELLON

 	 
	 	By:  	/s/ Beata Harvin
 	 
	 	 	Beata Harvin
 	 
	 	 	Assistant Vice President
	 




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