exv10w3






Exhibit 10.3




WARRANT ASSUMPTION AGREEMENT




     This Warrant Assumption Agreement (this “Assumption Agreement”) is entered into as of January
30, 2009, by and between Willbros Group, Inc., a Republic of Panama corporation (“Willbros
Panama”), and Willbros Group, Inc., a Delaware corporation (the “Company” or “Willbros Delaware”).



     WHEREAS, Willbros Panama is party to that certain Securities Purchase Agreement dated as of
October 26, 2006 (the “Securities Purchase Agreement”), by and among Willbros Panama and certain
investors listed on the Schedule of Buyers attached thereto (the “Buyers”), pursuant to which each
of the Buyers purchased shares of the common stock of Willbros Panama, par value US $0.05 per share
(“Willbros Panama Common Stock”), and a warrant to acquire an additional number of shares of
Willbros Panama Common Stock (each such warrant, the “Warrant,” and collectively, the “Warrants,”
held by the Buyers or their permitted assigns (the “Holders”)); capitalized terms used but not
otherwise defined herein shall have the meanings given to such terms in the Warrants; and



     WHEREAS, as of December 31, 2008, there were outstanding Warrants to acquire 536,925 shares of
Willbros Panama Common Stock; and



     WHEREAS, the Company, Willbros Panama and Willbros Merger, Inc., a Delaware corporation and a
wholly owned subsidiary of the Company (“Merger Sub”), entered into that certain Agreement and Plan
of Merger dated as of December 10, 2008 (the “Merger Agreement”), pursuant to which, subject to the
terms and conditions set forth therein, it has been agreed that Merger Sub will merge with and into
Willbros Panama, with Willbros Panama being the surviving corporation (the “Merger”), following
which Willbros Panama will be a wholly owned subsidiary of the Company, in order to effect a change
in corporate domicile from the Republic of Panama to the State of Delaware; and



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



     WHEREAS, pursuant to Section 3.05 of the Merger Agreement, effective at the Effective Time,
the outstanding Warrants shall be thereafter exercisable, in accordance with their terms, for the
number of Willbros Delaware Common Shares to which a holder of the shares of Willbros Panama Common
Stock issuable at the time of the Merger upon the exercise of such Warrants would have been
entitled to receive as a result of the Merger, if such exercise had taken place immediately prior
to the Merger; and



     WHEREAS, pursuant to Section 15(t) of the Warrant, the Company shall be the Successor Entity
resulting from the transactions contemplated by the Merger Agreement,



 









 







and pursuant to Section 4(b) of the Warrant, the Company will assume all of the obligations of
Willbros Panama under the Warrants and the other Transaction Documents (as defined in the
Securities Purchase Agreement); and



     WHEREAS, as of the Effective Time, the Company will be a publicly traded corporation whose
common stock is listed for trading on the New York Stock Exchange.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Willbros Panama and
the Company hereby agree as follows:



     1. Assignment and Assumption.



     (a) Effective at the Effective Time, Willbros Panama hereby assigns to the Company all of the
rights and benefits of Willbros Panama in respect of the Warrants and the other Transaction
Documents.



     (b) Effective at the Effective Time, the Company hereby assumes all of the obligations of
Willbros Panama under the Warrants and the other Transaction Documents.



     (c) Effective at the Effective Time, the Company shall succeed to, and be substituted for (so
that from and after the Effective Time, the provisions of the Warrants and the other Transaction
Documents referring to the “Company” shall refer to Willbros Delaware instead of Willbros Panama),
and may exercise every right and power of, Willbros Panama under the Warrants and the other
Transaction Documents with the same effect as if Willbros Delaware had been named as the Company
therein.



     (d) After the Effective Time, the Company shall deliver to each Holder of a Warrant in
exchange for such Warrant a security of the Company evidenced by a written instrument substantially
similar in form and substance to the Warrant, including without limitation the same exercise price
of US $19.03, subject to adjustment as provided in such Warrant, and exercisable for a
corresponding number of Willbros Delaware Common Shares equivalent to the shares of Willbros Panama
Common Stock acquirable and receivable upon exercise of such Warrant (without regard to any
limitations on the exercise of such Warrant) prior to the Merger.



     (e) This Assumption Agreement is being executed and delivered pursuant and subject to the
Warrants. Nothing in this Assumption Agreement shall, or shall be deemed to, defeat, limit, alter,
impair, enhance or enlarge any right, obligation, claim or remedy created by the Warrants or any of
the other Transaction Documents.



     2. Conditions to Effectiveness. The effectiveness of this Assumption Agreement is
conditioned upon (a) receipt by the Company of the duly executed acknowledgement and approval of
this Assumption Agreement by the Required Holders and (b) the Merger becoming effective pursuant to
the Merger Agreement.



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     3. Miscellaneous.



     (a) Governing Law. This Assumption Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of New York or any
other jurisdiction) that would cause the application of the laws of any jurisdiction other than the
State of New York.



     (b) Binding Effect. This Assumption Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.



     (c) Entire Agreement; Counterparts; Acknowledgement and Approval. This Assumption
Agreement sets forth the entire agreement and understanding between the parties as to the subject
matter hereof and merges and supersedes all prior discussions, agreements and understandings of any
and every nature among them with respect thereto. Except as set forth in this Assumption Agreement,
provisions of the Warrants which are not inconsistent with this Assumption Agreement shall remain
in full force and effect. This Assumption Agreement may be executed in counterparts. This
Assumption Agreement may be acknowledged and approved by the Required Holders by the execution of
the acknowledgement and approval following the signature page of this Assumption Agreement;
provided, that a facsimile signature or scanned copy of such signature, delivered electronically,
shall be considered due execution and shall be conclusive evidence of such Holders’ acknowledgement
and approval of this Assumption Agreement.



     (d) Severability. This Assumption Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not affect the validity or
enforceability of this Assumption Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that
there shall be added as part of this Assumption Agreement a provision as similar in terms to such
invalid or unenforceable provision as may be possible and be valid and enforceable.



[Signature page follows.]




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     IN WITNESS WHEREOF, Willbros Panama and the Company have caused this Assumption Agreement to
be duly executed as of the date first written above.



	 	 	 	 	 
	 	Willbros Group, Inc.,

a Republic of Panama corporation

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

Chief Financial Officer 	 
	 
	 	Willbros Group, Inc.,

a Delaware corporation

 	 
	 	By:  	/s/ Gay S. Mayeux
 	 
	 	 	Gay S. Mayeux 	 
	 	 	Treasurer 	 



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     This Assumption Agreement is hereby acknowledged and approved by the Holder named below on
February 3, 2009.



	 	 	 	 	 
	 	UBS O’Connor LLC fbo O’Connor Global 

Convertible Arbitrage II Master Limited

 	 
	 	By:  	/s/ Andrew Martin
 	 
	 	 	Name:  	Andrew Martin 	 
	 	 	Title:  	Managing Director 	 



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     This Assumption Agreement is hereby acknowledged and approved by the Holder named below on
February 3, 2009.



	 	 	 	 	 
	 	UBS O’Connor LLC fbo O’Connor PIPES 

Corporate Strategies Master Limited

 	 
	 	By:  	/s/ Andrew Martin
 	 
	 	 	Name:  	Andrew Martin 	 
	 	 	Title:  	Managing Director 	 



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     This Assumption Agreement is hereby acknowledged and approved by the Holder named below on
February 3, 2009.



	 	 	 	 	 
	 	UBS O’Connor LLC fbo O’Connor Global

Multi-Strategy Alpha Master Limited

 	 
	 	By:  	/s/ Andrew Martin
 	 
	 	 	Name:  	Andrew Martin 	 
	 	 	Title:  	Managing Director 	 



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     This Assumption Agreement is hereby acknowledged and approved by the Holder named below on
February 5, 2009.



	 	 	 	 	 
	 	Capital Ventures International

 	 
	 	By:  	/s/ Martin Kobinger
 	 
	 	 	Name:  	Martin Kobinger 	 
	 	 	Title:  	Investment Manager 	 



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     This Assumption Agreement is hereby acknowledged and approved by the Holder named below on
February 2, 2009.



	 	 	 	 	 
	 	Highbridge International LLC

By: Highbridge Capital Management, LLC, 

its Funding Manager

 	 
	 	By:  	/s/ Adam J. Chill
 	 
	 	 	Name:  	Adam J. Chill 	 
	 	 	Title:  	Managing Director 	 



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     This Assumption Agreement is hereby acknowledged and approved by the Holder named below on
January 30, 2009.



	 	 	 	 	 
	 	The Laramie Trail Trust

 	 
	 	By:  	/s/ John R. Berman
 	 
	 	 	Name:  	John R. Berman 	 
	 	 	Title:  	Trustee 	 



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     This Assumption Agreement is hereby acknowledged and approved by the Holder named below on
February 5, 2009.



	 	 	 	 	 
	 	Portside Growth and Opportunity Fund

 	 
	 	By:  	/s/ Jeffrey C. Smith
 	 
	 	 	Name:  	Jeffrey C. Smith 	 
	 	 	Title:  	Authorized Signatory 	 



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     This Assumption Agreement is hereby acknowledged and approved by the Holder named below on
February 5, 2009.



	 	 	 	 	 
	 	RCG PB, Ltd

 	 
	 	By:  	/s/ Jeffrey C. Smith
 	 
	 	 	Name:  	Jeffrey C. Smith 	 
	 	 	Title:  	Authorized Signatory 	 
	 




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