exv10w1






Exhibit 10.1




SUPPLEMENT NO. 3 TO

CREDIT AGREEMENT




     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.



     A. The Guarantors entered into the Credit Agreement in order to induce the Lenders to make
Advances and the Issuing Bank to issue Letters of Credit. Pursuant to Section 6.03(b) of
the Credit Agreement, Willbros Group, Inc., a Delaware corporation (the “New Guarantor”) is
required to enter into the Credit Agreement as a Guarantor in connection with the Restructuring
Transaction (as defined in the Credit Agreement).



     B. The New Guarantor is executing this Supplement in accordance with the requirements of the
Credit Agreement to become a Guarantor under Article VIII of the Credit Agreement in order
to induce the Lenders to make additional Advances and the Issuing Bank to issue additional Letters
of Credit and as consideration for Advances previously made and Letters of Credit previously
issued.



     Accordingly, the New Guarantor, the Borrower and the Administrative Agent agree as follows:



     SECTION 1. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreement.



     SECTION 2. Supplement. The New Guarantor by its signature below becomes a Guarantor
under Article VIII of the Credit Agreement with the same force and effect as if originally
named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and
provisions of the Credit Agreement applicable to it as a Guarantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Guarantor thereunder are true
and correct on and as of the date hereof. Each reference to a “Guarantor” in the Credit
Agreement shall be deemed to include the New Guarantor. The Credit Agreement is hereby
incorporated herein by reference. Except as expressly supplemented hereby, the Credit Agreement
shall remain in full force and effect.



     SECTION 3. Representations and Warranties. The New Guarantor represents and warrants
that this Supplement has been duly authorized, executed and delivered by it and constitutes its
legal, valid and binding obligation, enforceable against it in accordance with its terms (subject
to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting
creditors’ rights generally and subject, as to enforceability, to equitable principles of general
application (regardless of whether enforcement is sought in a proceeding in equity or at law)).



 









 





     SECTION 4. Execution in Counterparts. This Supplement may be executed in
counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Supplement shall become effective when the Administrative
Agent shall have received counterparts of this Supplement that, when taken together, bear the
signatures of the New Guarantor, the Borrower and the Administrative Agent. Delivery of an
executed signature page to this Supplement by fax transmission shall be as effective as delivery of
a manually executed counterpart of this Supplement.



     SECTION 5. Governing Law. This Supplement shall be governed by and construed in
accordance with the laws of the State of New York and the applicable laws of the United States of
America.



     SECTION 6. Severability. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and in the Credit Agreement shall
not in any way be affected or impaired thereby (it being understood that the invalidity of a
particular provision hereof in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.



     SECTION 7. Notices. All communications and notices hereunder shall be in writing and
given as provided in Section 10.02 of the Credit Agreement. All communications and notices
hereunder to the New Guarantor shall be given to it at the address set forth under its signature
below.



     SECTION 8. Costs and Expenses. The Borrower and the New Guarantor each agree to
reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with
this Supplement, including the fees, disbursements and other charges of counsel for the
Administrative Agent.



[Signature pages follow.]




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     IN WITNESS WHEREOF, the New Guarantor, the Borrower and the Administrative Agent have duly
executed this Supplement as of the date first above written.



	 	 	 	 	 
	 	NEW GUARANTOR:




WILLBROS GROUP, INC., a Delaware
corporation

 	 
	 	By:  	/s/ Gay Stanley Mayeux
 	 
	 	 	Name:  	Gay Stanley Mayeux 	 
	 	 	Title:  	Authorized Representative




 	 
	 	


Address for notice to the New Guarantor:




c/o Willbros United States Holdings, Inc.

Attention:  Gay Stanley Mayeux

4400 Post Oak Parkway, Suite 1000

Houston, Texas 77027

Fax No. (713) 403-8010

Gay.Mayeux@willbros.com




BORROWER: 	 
	 
	 	WILLBROS UNITED STATES HOLDINGS, INC. (f/k/a
Willbros USA, Inc.)

 	 
	 	By:  	/s/ Gay Stanley Mayeux
 	 
	 	 	Name:  	Gay Stanley Mayeux 	 
	 	 	Title:  	Authorized Representative 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:


CALYON NEW YORK BRANCH,

as Administrative Agent

 	 
	 	By:  	/s/
David Gurghian  	 
	 	 	Name:  	David Gurghian 	 
	 	 	Title:  	Managing
Director 	 
	 
	 
	 	By:  	/s/
Michael D. Willis 	 
	 	 	Name:  	Michael
D. Willis 	 
	 	 	Title:  	Director