Indemnity Agreement




 Exhibit 10.41 
 INDEMNITY AGREEMENT 
 (As to Parent Guarantees) 
 THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of the 7th day of February, 2007, by and among Willbros Group, Inc., a
corporation incorporated and existing under the laws of the Republic of Panama (“WGI” or “Seller”), Willbros International, Inc., a corporation incorporated and existing under the laws of the Republic of Panama (“WII”
and, together with WGI, “Indemnitees”); and Ascot Offshore Nigeria Limited, a company incorporated and existing under the laws of the Federal Republic of Nigeria (“Ascot” or “Purchaser”), and Berkeley Group plc, a
company incorporated and existing under the laws of the Federal Republic of Nigeria (“Berkeley” and, collectively with Ascot, “Indemnitors”) (Indemnitees and Indemnitors are referred to herein individually as a “Party”
and collectively as the “Parties”). 
 WITNESSETH 
 WHEREAS, pursuant to a certain Share Purchase Agreement of even date herewith, by and between Seller and Purchaser (the “SPA”),
Purchaser is acquiring all of the Shares of the Company (as such terms are defined in the SPA) as of the date of this Agreement; and 
 WHEREAS, with the acquisition of the Shares, Purchaser will acquire, among other things, the ownership of the Company and the Subsidiaries; and 
 WHEREAS, in connection with the ongoing businesses of the Subsidiaries in Nigeria and Western Africa, Indemnitees have issued and maintain in place parent guarantees on behalf of certain Subsidiaries,
guaranteeing the Subsidiaries’ performance and payment under certain working contracts entered into between the Subsidiaries and their respective customers in connection with the businesses of the Subsidiaries in Nigeria and Western Africa, as
set forth on Exhibit A hereto (the “Parent Guarantees”); and 
 WHEREAS, Purchaser and Seller desire that Indemnitees
continue to make available to the Subsidiaries the Parent Guarantees in order to facilitate the ongoing businesses of the Subsidiaries following the date of this Agreement; and 
 WHEREAS, Indemnitees are willing to maintain in place such Parent Guarantees for the purpose of facilitating the ongoing businesses of the
Subsidiaries following the date of this Agreement, all upon the terms and subject to the conditions set forth in this Agreement; and 
 WHEREAS, in recognition of Indemnitees’ needs for substantial protection against liability in respect of the Parent Guarantees, Indemnitors wish to provide in this Agreement for the indemnification of and the advancing of
expenses to Indemnitees to the fullest extent permitted by law and as set forth in this Agreement; 
  








 NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 
 1. Definitions. The definitions set forth in Section 1.1 of the SPA are hereby adopted and incorporated herein by this reference, except to the extent any of such terms are otherwise defined herein. 
 2. Indemnification Arrangement. 
  

	 	(a)	Indemnitors, jointly and severally, hereby irrevocably and unconditionally agree to indemnify and hold harmless Indemnitees, and each of them, to the fullest extent permitted by
law, from and against any and all claims, losses, costs, liabilities, damages, demands and expenses, judgments, interest, fines, penalties, amounts paid in settlement, assessments, payments and/or other obligations of Indemnitees, or any of them,
under or in respect of any of the Parent Guarantees, including without limitation attorneys’ fees and other costs, expenses and obligations paid or incurred in connection with investigating, defending or preparing to defend any such matter,
from and after the date of this Agreement. 

  

	 	(b)	Upon default hereunder, Indemnitors, jointly and severally, irrevocably and unconditionally, further agree to pay all attorneys’ fees incurred or paid in the enforcement of
this Agreement. 

  

	 	(c)	Subject to Section 2(a) above, this Agreement shall be unlimited as to amount and duration. 

 3. No Presumption. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement or
otherwise shall not create a presumption that Indemnitees did not meet any particular standard of conduct or that a court has determined that indemnification is not permitted by applicable law. 
 4. Non-exclusivity. The rights of Indemnitees hereunder shall be in addition to any other rights Indemnitees may have under the company law of the
United Kingdom of Great Britain (namely the Companies Act 1985, as amended), or otherwise. 
 5. Amendments. No supplement,
modification or amendment of this Agreement shall be binding unless executed in writing by all of the Parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver. 
 6. Severability. The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining
provisions shall remain enforceable to the fullest extent permitted by law. 
  

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 7. Governing Law. This Agreement shall be governed by and construed and enforced in accordance
with the laws of England exclusively, without giving effect to the conflicts of law or choice of law rules thereof. With respect to any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any interpretation of
this Agreement, and solely for the purposes of this Agreement, each of the Parties irrevocably submits to the exclusive jurisdiction of the High Court of England and Wales in London. Any judgment or order granted by the High Court of England and
Wales shall be enforceable in any court having jurisdiction over the Parties. 
 8. Confidentiality. Indemnitors agree that any
information obtained by them in connection with this Agreement and the documents and transaction referred to herein concerning any Indemnitee (“Confidential Information”) will be kept confidential by Indemnitors and their representatives
and that Indemnitors and their representatives will not disclose any of the Confidential Information in any manner whatsoever. 
 9. Agent
for Service. Indemnitors have appointed Addie & Co. as their agent in London for service of any legal process related to this Agreement. 
 10. Parties in Interest. This Agreement and the documents referred to herein are made for the benefit of the parties and their successors and permitted assigns and are not intended to benefit, or be enforceable
by, any other person or entity. 
 18. Non-Assignment/Novation. This Agreement shall be binding upon Indemnitors and their successors
and assigns, and shall inure to the benefit of Indemnitees and their successors and assigns; provided, however, none of the rights or obligations of Indemnitors under this Agreement may be assigned or novated by Indemnitors without the express prior
written approval of Indemnitees. 
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 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Parties as of the date
first above written. 
  

							
	 “Indemnitees”
	  	“Indemnitors”
		
	 Willbros Group, Inc.
	  	Ascot Offshore Nigeria Limited
				
	 By:
	  	/s/ Gay S. Mayeux	  	By:	  	/s/ Henry Efe_Imasekha
		  	Gay S. Mayeux	  		  	Henry Efe Imasekha
		  	Attorney-in-Fact	  		  	Chairman
		
	 Willbros International, Inc.
	  	Berkeley Group plc
				
	 By:
	  	/s/ Gay S._Mayeux	  	By:	  	/s/ Henry Efe Imasekha
		  	Gay S. Mayeux	  		  	Henry Efe Imasekha
		  	Attorney-in-Fact	  		  	Chairman

  

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 Exhibit A 
 Parent company performance guarantees issued by WGI: 
  

							
	 DATE OF
 ISSUANCE
	  	 CONTRACT NO.
 (If Applicable)
	  	 CONTRACT
 NAME
	 	 SUBSIDIARY (Contractor) AND
 DESCRIPTION

				
	09/15/2004	  	E-15361	  	EGGS	 	 WNL, WWAI
 Engineering, procurement and construction of
EGGS Project Phase 1 Pipeline among The Shell Petroleum Development Company of Nigeria Limited and WNL, in technical partnership with WGI, Willbros West Africa, Inc. and Bilfinger Berger Gas and Oil Services Nigeria Ltd.

				
	10/07/2004	  	1430235	  	EPC4	 	 WONL
 Platform Retrofits and Wellhead
Tie-ins

				
	10/07/2004	  	1430235-A	  	EPC4	 	 WWAI
 Platform Retrofits and Wellhead
Tie-ins

				
	07/13/2005	  	N/A	  	Cooper-Cameron Corporation	 	 WWAI
 Performance under the Cooper-Cameron
contract

				
	09/26/2005	  	Purchase Order
4020-PO-59 / CO2	  	Marubeni-Itochu Tubulars	 	 WWAI
 Performance and delivery of 14,858 metric tons of
10”, 20” and 24” pipe to Onne, Nigeria

				
	12/01/2006	  	79110-031	  	WAGP	 	 WWAI
 Performance under Settlement
Agreement

		  		  		 	
	
	Parent company performance guarantees issued by WII:
		  		  		 	
				
	 DATE OF
 ISSUANCE
	  	 CONTRACT NO.
 (If Applicable)
	  	 CONTRACT
 NAME
	 	 SUBSIDIARY (Contractor) AND
 DESCRIPTION

				
	12/22/2004	  	79110-031	  	WAGP	 	 WWAI
 Performance under WAGP
Contract.

				
	03/29/2005	  	EGP3-2004-40006542	  	Escravos EG3 Offshore
Project	 	 WWAI
 Performance under Escravos EG3 Offshore
Project

				
	12/12/2005	  	Shell Tender No.
E17139	  	Forcados Yokri Integrated
Project – Residual Works	 	 WONL
 Engineering, procurement, fabrication and
installation

				
	12/15/2005	  	N/A	  	WAGP
(The Shaw Group, Inc.)	 	 WWAI
 Purchase Orders for supply of induction pipe
bending, protective coating of pipe and related materials

				
	01/25/2007	  	E-15361	  	Subcontract related to EGGS
contract	 	 WNL
 Provision of Equipment and Personnel for
precommissioning and commission activities (related to EGGS Project)


  

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