<PAGE>


                                                                    EXHIBIT 10.3


                              WILLBROS GROUP, INC.

                     6.5% CONVERTIBLE SENIOR NOTES DUE 2012

                          REGISTRATION RIGHTS AGREEMENT

                                                               December 23, 2005

To the Initial Purchasers listed on Appendix A to the Purchase Agreement

Ladies and Gentlemen:

      This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into by
and among Willbros Group, Inc., a corporation organized under the laws of the
Republic of Panama (the "Company") and the initial purchasers (the "Initial
Purchasers") listed on Appendix A to the Purchase Agreement dated December 22,
2005 by and among the Company and the investors party thereto (the "Purchase
Agreement").

      The Company and the Initial Purchasers are parties to the Purchase
Agreement which provides for the sale by the Company to the Initial Purchasers
of up to $84,500,000 aggregate principal amount of the Company's 6.5%
Convertible Senior Notes due 2012 (the "Notes"). The Notes will be convertible
into fully paid, nonassessable shares of common stock, par value $0.05 per
share, of the Company (as converted, the "Conversion Shares"), on the terms, and
subject to the conditions, set forth in the Indenture (as defined herein). As an
inducement to the Initial Purchasers to enter into the Purchase Agreement, the
Company has agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement.

      In consideration of the foregoing, the parties hereto agree as follows:

      1. Definitions.

      (a) Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Purchase Agreement. As used in this Agreement,
the following defined terms shall have the following meanings:

      "Additional Interest" has the meaning assigned thereto in Section 7(a)
hereof.

      "Additional Shares" has the meaning assigned thereto in Section 7(a)
hereof.

      "Affiliate" has the meaning assigned thereto in Rule 405 under the
Securities Act.

      "Agreement" means this Registration Rights Agreement, as amended, modified
or otherwise supplemented from time to time in accordance with the terms hereof.

       "Applicable Stock" has the meaning assigned thereto in Section 1.1 of the
Indenture.

<PAGE>

      "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in The City of New York are
authorized or obligated by law or executive order to close.

      "Commission" means the United States Securities and Exchange Commission,
or any other federal agency at the time administering the Exchange Act or the
Securities Act, whichever is the relevant statute for the particular purpose.

      "Common Stock" has the meaning assigned thereto in Section 1.1 of the
Indenture.

      "Company" has the meaning assigned thereto in the preamble hereto.

      "Conversion Price" has the meaning assigned thereto in Section 1.1 of the
Indenture.

      "DTC" means The Depository Trust Company.

      "Effective Time" means the time at which the Commission declares any Shelf
Registration Statement effective or at which any Shelf Registration Statement
otherwise becomes effective.

      "Effectiveness Period" has the meaning assigned thereto in Section 2(b)(i)
hereof.

      "Effectiveness Target Date" has the meaning assigned thereto in Section
2(a) hereof.

      "Exchange Act" means the United States Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

      "Holder" means any person that is the record owner of the Notes or
Registrable Securities (and includes any person that has a beneficial interest
in any Note or Registrable Security in book-entry form).

      "Indenture" means the Indenture, dated as of December 23, 2005, between
the Company and The Bank of New York, pursuant to which the Notes are to be
issued, and as amended and supplemented from time to time in accordance with its
terms.

      "Interest Payment Date" has the meaning assigned thereto in Section 1.1 of
the Indenture.

      "Issue Date" means the first date of original issuance of the Notes.

      "Majority of Holders" means Holders holding more than 50% of the aggregate
principal amount of the Notes outstanding; provided, that, for purpose of this
definition, a Holder of shares of Common Stock that constitute Registrable
Securities shall be deemed to hold an aggregate principal amount of Notes (in
addition to the principal amount of Notes held by such Holder, if any) equal to
the product of (x) the number of such shares of Common Stock that constitute
Registrable Securities held by such Holder and (y) the Conversion Price in
effect at the time of such calculation as determined in accordance with the
Indenture.

                                       2
<PAGE>
      "Majority of Notice Holders" has the meaning assigned thereto in
Section 3(l) hereof.

      "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Election and Questionnaire attached as Annex A hereto.

      "Notice Holder" has the meaning assigned thereto in Section 3(a)(i)
hereof.

      "Person" means an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

      "Prospectus" means the prospectus included in any Shelf Registration
Statement, as amended or supplemented by any prospectus supplement with respect
to the terms of the offering of any portion of the Registrable Securities
covered by any Shelf Registration Statement and by all other amendments and
supplements to such prospectus, including all material incorporated by reference
in such prospectus and all documents filed after the date of such prospectus by
the Company under the Exchange Act and incorporated by reference therein.

      "Purchase Agreement" has the meaning assigned thereto in the preamble
hereof.

      "Registrable Securities" means all or any portion of the Conversion Shares
issued upon conversion of the Notes until, in the case of any such securities,
the earliest of:

            (w) the date on which such security has been registered under the
      Securities Act and disposed of pursuant to an effective registration
      statement;

            (x) the date on which such security is distributed to the public
      pursuant to Rule 144 under the Securities Act;

            (y) the date on which such security held by a person who is not an
      Affiliate are eligible to be sold to the public pursuant to Rule 144(k)
      under the Securities Act or any successor provision thereof; and

            (z) the date on which such securities cease to be outstanding
      (whether as a result of redemption or repurchase and cancellation of the
      Notes or otherwise).

      "Registration Default" has the meaning assigned thereto in Section 7(a)
hereof.

      "Registration Default Period" has the meaning assigned thereto in Section
7(a) hereof.

       "Securities Act" means the United States Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.

      "Shelf Filing Deadline" has the meaning assigned thereto in Section 2(a)
hereof.

      "Shelf Registration" means a registration effected pursuant to Section 2
hereof.

      "Shelf Registration Statement" means a registration statement filed under
the Securities Act by the Company pursuant to the provisions of Section 2 hereof
providing for the registration

                                       3
<PAGE>
of, and the sale on a continuous or delayed basis pursuant to Rule 415 under the
Securities Act and/or any similar rule that may be adopted by the Commission by
the Holders of all the Registrable Securities for which Holders have properly
completed, executed and delivered to the Company a Notice and Questionnaire,
including the Prospectus contained therein, any amendments and supplements to
such registration statement, including post-effective amendments, and all
exhibits and all material incorporated by reference in such registration
statement, and any additional registration statements filed under the Securities
Act to permit the registration and sale of Registrable Securities pursuant to
Section 3(a)(ii) hereof.

      "Suspension Period" has the meaning assigned thereto in Section 2(c)
hereof.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
as the same shall be amended from time to time.

      "Underwriter" means any underwriter, or any person deemed to be an
underwriter pursuant to the Securities Act and Exchange Act and the respective
rules and regulations thereunder, as in effect at any relevant time, of
Registrable Securities in connection with an offering thereof under a Shelf
Registration Statement.

      "Underwriting Majority" means on any date, Holders holding at least 66
2/3% of the aggregate principal amount of the Notes outstanding on such date;
provided, that for the purpose of this definition, a Holder of shares of Common
Stock that constitute Registrable Securities when issued upon conversion of
Notes shall be deemed to hold an aggregate principal amount of Notes (in
addition to the principal amount of Notes held by such Holder, if any) equal to
the product of (x) the number of such shares of Common Stock that are
Registrable Securities held by such Holder and (y) the Conversion Price in
effect at the time of such calculation as determined in accordance with the
Indenture.

      "Underwritten Offering" means an offering in which securities of the
Company are sold to one or more underwriters for reoffering to the public.

      2. Shelf Registration.

(a) The Company shall as soon as practicable but in any event no later than June
30, 2006 (the "Shelf Filing Deadline"), file with the Commission a Shelf
Registration Statement relating to the offer and sale of the Registrable
Securities by the Holders from time to time in accordance with the methods of
distribution elected by such Holders and, thereafter, shall use its reasonable
best efforts to cause such initial Shelf Registration Statement to be declared
effective under the Securities Act as promptly as practicable but no later than
December 31, 2006 (the "Effectiveness Target Date"); provided, however, that no
Holder shall be entitled to be named as a selling securityholder in any Shelf
Registration Statement as of the date it is declared effective or to use the
Prospectus forming a part thereof for offers and resales of Registrable
Securities unless such Holder is a Notice Holder. The Company shall not permit
any securities, other than the Registrable Securities, from being registered on
a Shelf Registration Statement, including, without limitation, by offering to
register any such securities on a separate registration statement

                                       4
<PAGE>
filed under the Securities Act. The initial Shelf Registration Statement shall
be on Form S-3. In the event that Form S-3 is not available for the registration
of the resale of Registrable Securities hereunder, the Company shall (i)
register the resale of the Registrable Securities on another appropriate form
reasonably acceptable to the holders of at least a majority of the Registrable
Securities and (ii) undertake to register the Registrable Securities on Form S-3
as soon as such form is available, provided that the Company shall maintain the
effectiveness of the initial Shelf Registration Statement then in effect until
such time as a Shelf Registration Statement on Form S-3 covering the Registrable
Securities has been declared effective by the SEC.

      (b) Subject to Section 2(c) hereof, the Company shall use its reasonable
best efforts:

            (i) to keep any Shelf Registration Statement continuously effective,
      supplemented and amended as required by the provisions of Section 3(j)
      hereof, in order to permit the Prospectus forming a part thereof to be
      usable by Holders until the earlier of (1) two years from the last date of
      original issuance of any Notes or (2) such shorter period ending on the
      date that (x) all of the Holders of Registrable Securities who are not
      Affiliates of the Company are able to sell their Registrable Securities
      immediately without restriction pursuant to Rule 144(k) under the
      Securities Act or any successor rule thereto, (y) all Registrable
      Securities registered under the Shelf Registration Statements of each
      Holder that has properly completed, executed and delivered a Notice and
      Questionnaire to the Company as provided in Section 3(a) hereof have been
      sold and (z) all Registrable Securities have ceased to be outstanding
      (such period being referred to herein as the "Effectiveness Period"); and

            (ii) after the Effective Time of the initial Shelf Registration
      Statement and for the duration of the Effectiveness Period, after the
      receipt of a properly completed and signed Notice and Questionnaire from
      any Holder of Registrable Securities that is not then a Notice Holder, to
      take the actions provided for in Section3(a)(ii) hereof.

The Company shall be deemed not to have used its reasonable best efforts to keep
any Shelf Registration Statement effective during the Effectiveness Period if
the Company voluntarily takes any action that would result in Holders of
Registrable Securities covered thereby not being able to offer and sell any of
such Registrable Securities under such Shelf Registration Statement during that
period, unless such action is (A) required by applicable law and the Company
thereafter promptly complies with the requirements of Section 3(j) below or (B)
permitted pursuant to Section 2(c) below.

      (c) After the Effective Time of the initial Shelf Registration Statement,
the Company may suspend the use of any Prospectus by written notice to the
Holders for a period or periods not to exceed an aggregate of 30 calendar days
in any 90-calendar day period, and not to exceed 120 calendar days in any
360-day period (each such period, a "Suspension Period") if:

            (i) an event has occurred and is continuing as a result of which the
      Shelf Registration Statement would, in the Company's judgment, contain an
      untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading; and

                                       5
<PAGE>
            (ii) the Company determines in good faith that the disclosure of
      such event at such time would have a material adverse effect on the
      Company and its subsidiaries taken as a whole;

provided, that in the event the disclosure relates to a proposed or pending
material business transaction that is previously not disclosed publicly, the
disclosure of which would impede the Company's ability to consummate such
transaction, the Company may extend a Suspension Period from 30 calendar days to
45 calendar days; provided, however, that any such extension of a Suspension
Period shall be included in calculating the 120 calendar days referred to above.

      3. Registration Procedures. In connection with the Shelf Registration
Statements, the following provisions shall apply:

            (a) (i) Not less than 30 calendar days prior to the intended
      Effective Time of the initial Shelf Registration Statement, the Company
      shall distribute the Notice and Questionnaire to the Holders of the Notes
      and Registrable Securities. The Company shall take action to name as a
      selling securityholder in the initial Shelf Registration Statement at the
      time of its effectiveness each Holder that properly completes, executes
      and delivers a Notice and Questionnaire to the Company at the address of
      the Company set forth in the Notice and Questionnaire (a "Notice Holder")
      prior to or on the 20th calendar day after such Holder's receipt thereof
      so that such Holder is permitted to deliver the Prospectus forming a part
      thereof as of such time to purchasers of such Holder's Registrable
      Securities in accordance with applicable law. The Company shall not be
      required to take any action to name any Holder as a selling securityholder
      in the initial Shelf Registration Statement at the time of its
      effectiveness or to enable any Holder to use the Prospectus forming a part
      thereof for resales of Registrable Securities unless such Holder has
      returned a properly completed and signed Notice and Questionnaire to the
      Company in a timely manner.

            (ii) After the Effective Time of the initial Shelf Registration
      Statement, the Company shall, upon the request of any Holder of
      Registrable Securities that is not then a Notice Holder, promptly send a
      Notice and Questionnaire to such Holder. After the Effective Time of the
      initial Shelf Registration Statement, the Company shall (A) after the date
      that a completed and signed Notice and Questionnaire is delivered to the
      Company, prepare and file with the Commission (x) a supplement to the
      Prospectus as promptly as practicable or, if required by applicable law a
      post-effective amendment to the Shelf Registration Statement or an
      additional Shelf Registration Statement as promptly as practicable but
      within the later of 10 Business Days after such date or 10 Business Days
      after expiration of any Suspension Period in effect when the Notice and
      Questionnaire is delivered, and (y) any other document required by
      applicable law, so that the Holder delivering such Notice and
      Questionnaire is named as a selling securityholder in a Shelf Registration
      Statement and is permitted to deliver the Prospectus to purchasers of such
      Holder's Registrable Securities in accordance with applicable law, and (B)
      if the Company shall file a post-effective amendment to the Shelf
      Registration Statement, or an additional Shelf Registration Statement, use
      its reasonable best efforts to cause such post-effective amendment or such
      additional Shelf Registration Statement to become effective

                                       6
<PAGE>
      under the Securities Act as promptly as is practicable, but in any event
      by the date that is 45 days after the date such post-effective amendment
      is required by this clause to be filed or 75 days if the Commission
      reviews the post-effective amendment and requires the Company to make
      modifications thereto.

      (b) Before filing any Shelf Registration Statement or Prospectus or any
amendments or supplements (other than supplements or post-effective amendments
solely for the purpose of naming one or more Notice Holders as selling
securityholders) thereto with the Commission, the Company shall furnish to the
Initial Purchasers copies of all such documents proposed to be filed and shall
not file such documents which the use reasonable best efforts to reflect in each
such document when so filed with the Commission such comments as the Initial
Purchasers reasonably shall propose within ten Business Days of the delivery of
such copies to the Initial Purchasers.

      (c) The Company shall promptly take such action as may be necessary so
that (i) each of the Shelf Registration Statements and any amendment thereto and
the Prospectus forming a part thereof and any amendment or supplement thereto
(and each report or other document incorporated therein by reference in each
case) complies in all material respects with the Securities Act and the Exchange
Act, as in effect at any relevant time, (ii) each of the Shelf Registration
Statements and any amendment thereto does not, when it becomes effective,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and (iii) each Prospectus forming a part of any Shelf Registration
Statement, and any amendment or supplement to such Prospectus, in the form
delivered to purchasers of the Registrable Securities during the Effectiveness
Period does not include an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

      (d) The Company shall promptly give written notice to, in the case of
clauses (i) and (ii) below, the Initial Purchasers and, in the case of clause
(ii) and the remaining clauses below, each Notice Holder (which written notice
pursuant to clauses (iv)-(vii) hereof shall be accompanied by an instruction to
such Notice Holders to suspend the use of the Prospectus until the requisite
changes have been made, which written notice need not specify the nature of the
event giving rise to such suspension):

            (i) when the initial Shelf Registration Statement has been filed
      with the Commission;

            (ii) when the initial Shelf Registration Statement has become
      effective;

            (iii) when any Prospectus supplement, additional Shelf Registration
      Statement or post-effective amendment to a Shelf Registration Statement
      has been filed with the Commission and, with respect to a Shelf
      Registration Statement or any post-effective amendment, when the same has
      been declared effective by the Commission;

                                       7
<PAGE>
            (iv) of any request by the Commission for amendments or supplements
      to any Shelf Registration Statement or the Prospectus included therein or
      for additional information related thereto after any such Shelf
      Registration Statement has become effective;

            (v) of the issuance by the Commission or any other federal or state
      governmental authority of any stop order suspending the effectiveness of
      any Shelf Registration Statement under the Securities Act or the
      initiation of any proceedings for such purpose;

            (vi) of the receipt by the Company of any notification with respect
      to the suspension of the qualification of the securities included in any
      Shelf Registration Statement for sale in any jurisdiction or the
      initiation of any proceeding for such purpose; and

            (vii) of the happening of any event or the existence of any state of
      facts that requires the making of any changes in any Shelf Registration
      Statement or the Prospectus included therein so that, as of such date,
      such Shelf Registration Statement and Prospectus do not contain an untrue
      statement of a material fact and do not omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      (in the case of the Prospectus, in light of the circumstances under which
      they were made) not misleading.

      (e) The Company shall use its best efforts to prevent the issuance, and,
if issued, to obtain the withdrawal at the earliest possible time, of any order
suspending the effectiveness of any Shelf Registration Statement.

      (f) As promptly as reasonably practicable furnish to the Initial
Purchasers and each Notice Holder, upon their written request and without
charge, at least one conformed copy of the applicable Shelf Registration
Statement and any amendment thereto, including financial statements and
schedules but excluding all documents incorporated or deemed to be incorporated
therein by reference and all exhibits (unless requested in writing to the
Company by the Initial Purchasers or such Notice Holder, as the case may be).

      (g) The Company shall, during the Effectiveness Period, deliver to each
Notice Holder, without charge, as many copies of each Prospectus in which the
Notice Holder is listed as a selling securityholder included in the applicable
Shelf Registration Statement and any amendment or supplement thereto as such
Notice Holder may reasonably request; and the Company consents (except during a
Suspension Period or during the continuance of any event or any other state of
facts described in Section 3(d)(iv)-(vii) above) to the use of the Prospectus
and any amendment or supplement thereto by each of the Notice Holders in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus and any amendment or supplement thereto during the Effectiveness
Period.

      (h) Prior to any offering of Registrable Securities pursuant to a Shelf
Registration Statement, the Company shall:

                                       8
<PAGE>
            (i) register or qualify or cooperate with the Notice Holders or
      their Underwriter, if any, and their respective counsel in connection with
      the registration or qualification of such Registrable Securities for offer
      and sale under the securities or "blue sky" laws of such jurisdictions
      within the United States as any Notice Holder may reasonably request;

            (ii) keep such registrations or qualifications in effect and comply
      with such laws so as to permit the continuance of offers and sales in such
      jurisdictions for so long as may be necessary during the Effectiveness
      Period to enable any Notice Holder or underwriter, if any, to complete its
      distribution of Registrable Securities pursuant to such Shelf Registration
      Statement; and

            (iii) take any and all other actions necessary or advisable to
      enable the offer and sale in such jurisdictions of such Registrable
      Securities;

provided, however, that in no event shall the Company be obligated to (A)
register or qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to so qualify but for this
Section 3(h) or (B) subject itself to general or unlimited service of process or
to taxation in any such jurisdiction if (or to the extent it is) not now so
subject.

      (i) Unless the Registrable Securities shall be in book-entry only form,
the Company shall cooperate with the Notice Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold pursuant to any Shelf Registration Statement, which certificates, if so
required by any securities market or exchange upon which any Registrable
Securities are quoted or listed, shall be penned, lithographed or engraved, or
produced by any combination of such methods, on steel engraved borders, and
which certificates shall be free of any restrictive legends and in such
permitted denominations and registered in such names as Notice Holders may
request in connection with the sale of Registrable Securities pursuant to such
Shelf Registration Statement.

      (j) During the Effectiveness Period, upon the occurrence of any fact or
event contemplated by Sections 3(d)(iv)-(vii) above, subject to Section 2(c)
hereof, the Company shall promptly prepare, file and, in the case of a
post-effective amendment, have declared effective a post-effective amendment to
any Shelf Registration Statement, a supplement to the related Prospectus
included therein or file any other document with the Commission so that, as
thereafter delivered to purchasers of the Registrable Securities, the Prospectus
will not contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and will otherwise be
effective and usable for resale of Registrable Securities during the
Effectiveness Period. If the Company notifies the Notice Holders of the
occurrence of any fact or event contemplated by Section 3(d)(iv)-(vii) above,
the Notice Holder shall suspend the use of the Prospectus until the requisite
changes to the Prospectus have been made.

      (k) If requested by the Initial Purchasers or any Notice Holder, as
promptly as practicable incorporate in any prospectus supplement or
post-effective amendment to a Shelf Registration Statement such information as
the Initial Purchasers or such Notice Holder shall, on

                                       9
<PAGE>
advice from counsel, determine to be required to be included therein by
applicable law and make any required filings of such Prospectus supplement or
such post-effective amendment.

      (l) Not later than the Effective Time of a Shelf Registration Statement,
the Company shall obtain a CUSIP number for the Registrable Securities to be
sold pursuant to a Shelf Registration.

      (m) The Company shall (i) make reasonably available for inspection by one
or more representatives of the selling Holders, designated in writing by a
Majority of Holders whose Registrable Securities are included in a Shelf
Registration Statement (the "Majority of Notice Holders"), any Underwriter
participating in any disposition pursuant to any Shelf Registration Statement,
and any attorney, accountant or other agent retained by such Notice Holders or
any such Underwriter all relevant financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries, and (ii)
cause the Company's officers, directors, employees and auditors to supply all
relevant information reasonably requested by such Majority of Notice Holders or
any such Underwriter, attorney, accountant or other agent in connection with
such Shelf Registration Statement, in each case, as is reasonably necessary to
enable such persons to conduct a reasonable investigation within the meaning of
Section 11 of the Securities Act; provided, however, that such persons shall, at
the Company's request, first agree in writing with the Company that any
information that is reasonably and in good faith designated by the Company in
writing as confidential at the time of delivery of such information shall be
kept confidential by such persons and shall be used solely for the purposes of
exercising rights under this Agreement, unless such disclosure is required by
law (including, without limitation, in connection with the disposition of
Registrable Securities pursuant to a Shelf Registration Statement) or is made in
connection with a court proceeding, or such records, information or documents
become available to the public generally or lawfully through a third party
without an accompanying obligation of confidentiality; and provided further
that, if the foregoing inspection and information gathering would otherwise
disrupt the Company's conduct of its business, such inspection and information
gathering shall, to the greatest extent possible, be coordinated on behalf of
the Notice Holders and the other parties entitled thereto by one counsel
designated by such Majority of Notice Holders and on behalf of the Notice
Holders and the other parties.

      (n) If requested by the Underwriters in an Underwritten Offering, make
appropriate officers of the Company reasonably available to the Underwriters for
meetings with prospective purchasers of the Registrable Securities and prepare
and present to potential investors customary "road show" material in a manner
consistent with other new issuances of other securities similar to the
Registrable Securities.

      (o) The Company will use its reasonable best efforts to cause the
Registrable Securities to be listed on the New York Stock Exchange or listed or
quoted on the other market or stock exchange on which the Common Stock primarily
trades on or prior to the Effective Time of each Shelf Registration Statement
hereunder.

      (p) The Company will cooperate and assist in any filings or by taking any
other actions required to be made or taken with or by National Association of
Securities Dealers, Inc.

                                       10
<PAGE>
      (q) The Company will comply with all applicable rules and regulations of
the Commission and make generally available to its securityholders earning
statements (which need not be audited) satisfying the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder (or any similar rule
promulgated under the Securities Act) no later than 45 days after the end of any
fiscal quarter (or 90 days after the end of any fiscal year) commencing on the
first day of the first fiscal quarter of the Company commencing after the
effective date of a Shelf Registration Statement.

      (r) If the Registrable Securities are in certificated form, cooperate with
the Holders to facilitate the timely preparation and delivery of certificates
representing the Registrable Securities sold pursuant to any Shelf Registration
Statement free of any restrictive legends and, with respect to any Notes, in
such denominations permitted by the Indenture and registered in such names as
Holders may request at least two Business days prior to settlement of sales of
Registrable Securities pursuant to such Shelf Registration Statement.

      (s) The Company will use its reasonable best efforts to take all other
steps necessary to effect the registration, offering and sale of the Registrable
Securities covered by each Shelf Registration Statement contemplated hereby.

      4. Registration Expenses. The Company shall bear all fees and expenses
incurred in connection with the performance by the Company of its obligations
under Sections 2 and 3 of this Agreement whether or not any Shelf Registration
Statement is declared effective. Such fees and expenses shall include, without
limitation:

            (i) all registration and filing fees and expenses (including,
      without limitation, fees and expenses (x) with respect to filings required
      to be made with the National Association of Securities Dealers, Inc. and
      (y) of compliance with federal and state securities or Blue Sky laws to
      the extent such filings or compliance are required pursuant to this
      Agreement (including, without limitation, reasonable fees and
      disbursements of the counsel specified in the next sentence in connection
      with Blue Sky qualifications or exemptions of the Registrable Securities
      under the laws of such jurisdictions as the Majority of Notice Holders may
      designate));

            (ii) all expenses of printing, duplication relating to copies of any
      Shelf Registration Statement or Prospectus delivered to any Holders
      hereunder, messenger and delivery services and telephone;

            (iii) all fees and expenses incurred in connection with the listing
      of the Registrable Securities on any securities exchange on which similar
      securities of the Company are then listed;

            (iv) all fees and disbursements of counsel for the Company;

            (v) all fees and disbursements of independent certified public
      accountants or auditors of the Company (including the expenses of any
      special audit and comfort letters required by or incident to such
      performance); and

                                       11
<PAGE>
            (vi) all reasonable fees and disbursements of the registrar and
      transfer agent for the Registrable Securities.

      In addition, the Company shall bear or reimburse the Notice Holders for
      the reasonable fees and disbursements of one counsel for the Holders,
      which shall initially be Schulte Roth & Zabel, LLP, counsel to the Initial
      Purchasers, but which may, upon the written consent of the Company (which
      shall not be unreasonably withheld), be another nationally recognized law
      firm experienced in securities law matters designated by the Initial
      Purchasers. The selling commissions, including any underwriting discounts
      and commissions, shall be borne by the selling Notice Holders.

      In addition, the Company shall pay the internal expenses of the Company
      (including, without limitation, all salaries and expenses of officers and
      employees performing legal or accounting duties), the expense of any
      annual audit and the fees and expenses of any person, including special
      experts, retained by the Company.

      5. Indemnification and Contribution.

      (a) Indemnification by the Company. The Company shall indemnify and hold
harmless each Holder, such Holder's officers, directors, partners and employees
and each person, if any, who controls such Holder within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages, liabilities and expenses whatsoever as incurred
(including, but not limited to, reasonable attorneys' fees and any and all
reasonable expenses whatsoever incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim made whatsoever,
and any and all amounts paid in settlement of any claim or litigation), joint or
several, to which they or any of them may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) arise out of, or are
based upon:

            (i) any untrue statement or alleged untrue statement of a material
      fact contained in the Shelf Registration Statement or any amendment
      thereto or any related preliminary prospectus or the Prospectus or any
      amendment thereto or supplement thereof; or

            (ii) the omission or alleged omission to state in the Shelf
      Registration Statement or any amendment thereto or any related preliminary
      prospectus or the Prospectus or any amendment thereto or supplement
      thereof any material fact required to be stated therein or necessary to
      make the statements therein (in the case of any related preliminary
      prospectus or the Prospectus or any amendment thereto or supplement
      thereof, in light of the circumstances under which they were made) not
      misleading;

provided, however, that the Company shall not be liable to any such indemnified
party in any such case to the extent, but only to the extent, that any such
loss, claim, damage, liability or expense arises out of, or is based upon, any
such untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written

                                       12
<PAGE>
information furnished to the Company by or on behalf of such indemnified party
expressly for use therein. The foregoing indemnity agreement is in addition to
any liability that the Company may otherwise have to any indemnified party. The
Company also shall indemnify Underwriters, their directors and officers and each
person who controls such Underwriters within the meaning of the Securities Act
or Exchange Act substantially to the same extent as provided above with respect
to the indemnification of Holders if requested by such Holders. This indemnity
agreement will be in addition to any liability that the Company may otherwise
have.

      (b) Indemnification by the Holders. Each Holder, severally and not
jointly, shall indemnify and hold harmless the Company, the officers, directors
and employees of the Company and each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages, liabilities
and expenses whatsoever as incurred (including, but not limited to, reasonable
attorneys' fees and any and all reasonable expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim made whatsoever, and any and all amounts paid in
settlement of any claim or litigation), joint or several, to which they or any
of them may become subject under the Securities Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
action in respect thereof) arise out of, or are based upon:

            (i) any untrue statement or alleged untrue statement of a material
      fact contained in the Shelf Registration Statement or any amendment
      thereto or any related preliminary prospectus or the Prospectus or any
      amendment thereto or supplement thereof; or

            (ii) the omission or alleged omission to state in the Shelf
      Registration Statement or any amendment thereto or any related preliminary
      prospectus or the Prospectus or any amendment thereto or supplement
      thereof any material fact required to be stated therein or necessary to
      make the statements therein (in the case of any related preliminary
      prospectus or the Prospectus or any amendment thereto or supplement
      thereof, in light of the circumstances under which they were made) not
      misleading,

in each case to the extent, but only to the extent, that any such loss, claim,
damage, liability or expense arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder expressly for
use therein; provided, however, that no such Holder shall be liable for any
claims hereunder in excess of the amount of net proceeds received by such Holder
from the sale of Registrable Securities pursuant to such Shelf Registration
Statement. The foregoing indemnity agreement is in addition to any liability
that any Holder may otherwise have to any indemnified party.

      (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party
under subsection (a) or (b) above of notice of any claim or the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under such subsection, notify the
indemnifying party in writing of the claim or the

                                       13
<PAGE>
commencement of that action; provided, however, that the failure to notify the
indemnifying party shall not relieve it from any liability that it may have
under this Section 5, except to the extent, but only to the extent, that it has
been materially prejudiced (including the forfeiture of important rights and
defenses). If any such claim or action is brought against any indemnified party,
and it notifies the indemnifying party thereof, the indemnifying party will be
entitled to participate, at its own expense in the defense of such action, and
to the extent it may elect by written notice delivered to such indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnified party; provided, however, that counsel to the indemnifying party
shall not (except with the written consent of the indemnified party) also be
counsel to the indemnified party. Notwithstanding the foregoing, the indemnified
party or parties shall have the right to employ its or their own counsel (but,
in any case, only one counsel for all indemnified parties) in any such case, but
the fees and expenses of such counsel shall be at the expense of such
indemnified party or parties unless:

            (i) the employment of such counsel has been authorized in writing by
      the indemnifying party;

            (ii) such indemnifying party shall not have employed counsel to take
      charge of the defense of such action within a reasonable time after
      written notice thereof;

            (iii) the indemnifying party does not diligently defend the action
      after assumption of the defense; or

            (iv) counsel for the indemnifying party shall have reasonably
      concluded that the representation of the indemnified party by the same
      counsel representing the indemnifying party would be inappropriate under
      applicable standards of professional conduct due to actual or potential
      differing interests between them or where there may be one or more
      defenses reasonably available to the indemnified party that are different
      from, additional to or in conflict with those available to the
      indemnifying party, and in any such event the fees and expenses of such
      separate counsel shall be paid by the indemnifying party as incurred.

The indemnified parties agree that if there are multiple claims against an
indemnifying party that are substantially similar, such parties shall, to the
extent practicable, consolidate such claims into one legal proceeding. If an
indemnifying party has assumed the defense of an action pursuant to this
paragraph (c), such indemnifying party shall not be liable for any settlement of
any claim or action effected without its written consent, which consent may not
be unreasonably withheld. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by paragraph
(a) or (b) (and as permitted by paragraph (c)) of this Section 5, then the
indemnifying party agrees that it shall be liable for any settlement of the
related proceeding effected without its written consent if (i) such settlement
is entered into more than 45 days after receipt by such indemnifying party of
the aforesaid request, (ii) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request prior to the date of such
settlement and (iii) such indemnified party shall have given the indemnifying
party at least 30

                                       14
<PAGE>
days' prior notice of its intention to settle, including the proposed terms of
such settlement. The indemnified party shall cooperate fully with the
indemnifying party in connection with any negotiation or defense of any claim,
investigation, action or proceeding by the indemnifying party and shall furnish
to the indemnifying party all information reasonably available to the
indemnified party which relates to such claim, investigation, action or
proceeding. No indemnifying party shall, without the prior written consent of
the indemnified parties (which consent shall not be unreasonably withheld or
delayed), effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened claim, investigation, action
or proceeding in respect of which indemnity or contribution may be or could have
been sought by an indemnified party under this Section 5 (whether or not the
indemnified party or parties are actual or potential parties thereto) unless (x)
such settlement, compromise or judgment (i) includes an unconditional release of
such indemnified party from all liability arising out of such claim, action,
suit or proceeding and (ii) does not include a statement as to or an admission
of fault, culpability or any unlawful failure to act by or on behalf of such
indemnified party and (y) the indemnifying party confirms in writing its
indemnification obligations hereunder with respect to such settlement,
compromise or judgment.

      (d) Contribution. If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages, liabilities and expenses referred to in subsection (a) or (b)
above:

            (i) in such proportion as is appropriate to reflect the relative
      benefits received by the indemnifying party or parties, on the one hand,
      and the indemnified party, on the other hand, from the registration and
      sale of the Registrable Securities pursuant to the Shelf Registration
      Statement; or

            (ii) if the allocation provided by the foregoing clause (i) is not
      permitted by applicable law, in such proportion as is appropriate to
      reflect not only the relative benefits referred to in clause (i) above but
      also the relative fault of the indemnifying party or parties on the one
      hand and the indemnified party on the other in connection with the
      statements or omissions that resulted in such losses, claims, damages,
      liabilities or expenses as well as any other relevant equitable
      considerations.

The relative benefits received by the Company, on the one hand, and a Holder, on
the other hand, shall be deemed to be in the same proportion as (i) the total
proceeds from the offering of the Notes purchased under the Purchase Agreement
(net of discounts but before deducting expenses) received by the Company bear to
(ii) the excess of the gross proceeds received by such Holder with respect to
its resale of Registrable Securities over the price paid by such Holder in its
purchase of such Registrable Securities. The relative fault of the Company, on
the one hand, and of a Holder, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or such Holder and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Holders agree that it
would not be just and

                                       15
<PAGE>
equitable if contribution pursuant to this Section 5(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above. The aggregate amount paid as
a result of the losses, claims, damages, liabilities or expenses incurred by an
indemnified party and referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating, preparing or defending
against any action or claim which is the subject of this subsection (d).
Notwithstanding any other provision of this Section 5(d), (i) in no case shall
any Holder be required to contribute any amount in excess of the amount by which
the net proceeds received by such Holder from its sale of Registrable Securities
pursuant to the Shelf Registration Statement exceeds the amount of damages that
such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission and (ii) no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes of this Section
5(d), each person, if any, who controls a Holder within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution as
such Holder and each person, if any, who controls the Company within the meaning
of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company. The Holders' respective obligations to contribute
pursuant to this Section 5 are several in proportion to the respective amount of
Registrable Securities they have sold pursuant to a Registration Statement and
not joint. The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
indemnified party at law or in equity.

      (e) The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, or (ii) any investigation made by or on behalf of
any indemnified party.

      6. Holder's Obligations. Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Shelf
Registration Statement or to receive a Prospectus relating thereto, unless such
Holder has furnished the Company with a properly completed and signed Notice and
Questionnaire (including the information required to be included in such Notice
and Questionnaire) and the information set forth in the next sentence. Each
Notice Holder agrees promptly to furnish to the Company all information required
to be disclosed in order to make the information previously furnished to the
Company by such Notice Holder correct and not misleading and any other
information regarding such Notice Holder and the distribution of such
Registrable Securities as the Company may from time to time reasonably request.
Any sale of any Registrable Securities by any Notice Holder shall constitute a
representation and warranty by such Notice Holder that the information relating
to such Notice Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Notice Holder in connection with such disposition,
that such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Notice Holder or
its plan of distribution and that such Prospectus does not as of the time of
such sale omit to state any material fact relating to or provided by such Notice
Holder or its plan of distribution

                                       16
<PAGE>
necessary in order to make the statements in such Prospectus, in the light of
the circumstances under which they were made, not misleading.

      7. Additional Interest.

      (a) If:

            (i) on or prior to the Shelf Filing Deadline, a Shelf Registration
      Statement has not been filed with the Commission;

            (ii) on or prior to the Effectiveness Target Date, the initial Shelf
      Registration Statement has not been declared effective by the Commission
      or does not include any information with respect to a Notice Holder that
      has properly completed, executed and delivered a Notice and Questionnaire
      prior to or on the 20th calendar day after such Holder's receipt thereof
      that is required so that such Holder is named as a selling securityholder
      in the initial Shelf Registration Statement and is permitted to deliver
      the Prospectus forming a part thereof to purchasers of such Holder's
      Registrable Securities;

            (iii) after the Effective Time of any Shelf Registration Statement,
      such Shelf Registration Statement ceases to be effective or usable for the
      offer and sale of Registrable Securities for any period of time (other
      than due to a Suspension Period), and the Company fails to promptly file
      and, in the case of a post-effective amendment, promptly have declared
      effective, a post-effective amendment to such Shelf Registration
      Statement, a supplement to the Prospectus contained therein or a report
      with the Commission pursuant to Section 13(a), 13(c) or 14 of the Exchange
      Act to make such Shelf Registration Statement effective or such Prospectus
      usable;

            (iv) after the Effective Time of any Shelf Registration Statement,
      such Shelf Registration Statement ceases to be effective or usable for the
      offer and sale of Registrable Securities for any period of time (including
      any Suspension Period) which shall exceed (x) 30 calendar days in any
      90-day period (or 45 calendar days in any-90 day period in the event that
      such Shelf Registration Statement ceases to be effective or usable due to
      suspension of the use of the Prospectus by the Company in order to prevent
      disclosure of proposed or pending material business transaction) (y) 120
      calendar days in any 360-day period; or

            (v) the Company has failed to timely comply with any of its
      obligations set forth in Section 3(a)(ii) hereof

(each such event referred to in clauses (i) through (v), a "Registration
Default"), the Company shall be required to pay additional interest ("Additional
Interest"), from and including the calendar day following such Registration
Default to but excluding the earlier of (x) the day on which such Registration
Default is cured and (y) the expiration of the Effectiveness Period (the
"Registration Default Period"), at a rate per annum equal to an additional
one-half of one percent (0.5%) of the principal amount of the Notes to and
including the 90th calendar day following such Registration Default, and one
percent (1%) thereof from and after the 91st

                                       17
<PAGE>
calendar day following such Registration Default. In the event any Notes are
converted into shares of Common Stock during a Registration Default Period, in
lieu of Additional Interest, the Company will deliver to each Holder converting
during the Registration Default Period, with respect to the portion of the
conversion obligation the Company settles in Common Stock, 103% of the number of
shares of Common Stock the Holder would have otherwise received upon conversion
("Additional Shares").

      (b) Any amounts to be paid as Additional Interest pursuant to Section 7(a)
hereof shall be paid in cash semi-annually in arrears, with the first
semi-annual payment due on the first Interest Payment Date following the date on
which such Additional Interest began to accrue, to the Holders in whose name the
Notes are registered at the close of business on June 1 or December 1, whether
or not a Business Day, immediately preceding the relevant Interest Payment Date.
Such Additional Interest shall be calculated and paid in the same manner as
interest is paid under the Indenture in respect of the Notes.

      (c) Except as provided in Section 10(a) hereof, the Additional Interest or
Additional Shares, as the case may be, as set forth in this Section 7 shall be
the exclusive monetary remedy available to the Holders for any Registration
Default. In no event shall the Company be required to pay Additional Interest in
excess of a rate per annum equal to one-half of one percent (0.5%) of the
principal amount of the Registrable Securities to and including the 90th
calendar day following such Registration Default, and a rate per annum equal to
one percent (1%) thereof from and after the 91st calendar day following such
Registration Default, as set forth in Section 7(a), regardless of whether one or
multiple Registration Defaults exist. Each Registration Default will constitute
a Registration Default whatever the reason for any such event and whether it is
voluntary or involuntary or is beyond the control of the Company or pursuant to
operation of law or as a result of any action or inaction by the Commission.

      8. Information Requirement.

      The Company covenants that, if at any time before the end of the
Effectiveness Period it is not subject to the reporting requirements of the
Exchange Act, it will cooperate with any Holder and take such further action as
any Holder may reasonably request in writing, all to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144, Rule 144A, Regulation S and Regulation D under the
Securities Act and customarily taken in connection with sales pursuant to such
exemptions. Upon the written request of any Holder, the Company shall deliver to
such Holder a written statement as to whether it has complied with such filing
requirements, unless such a statement has been included in the Company's most
recent report filed with the Commission to Section 13 or Section 15(d) of
Exchange Act. Notwithstanding the foregoing, nothing in this Section 8 shall be
deemed to require the Company to register any of its securities (other than the
Common Stock) under any section of the Exchange Act.

                                       18
<PAGE>
      9. Underwritten Offerings.

      (a) An Underwriting Majority may, by written notice to the Company, sell
its Registrable Securities in an Underwritten Offering pursuant to any Shelf
Registration Statement.

      (b) No Holder may participate in any Underwritten Offering hereunder
unless such Holder:

            (i) agrees to sell such Holder's Registrable Securities on the basis
      provided in any underwriting arrangements approved by the majority of the
      Holders (calculated in the same manner as an Underwriting Majority)
      participating in such Underwritten Offering (the "Participating
      Majority"); and

            (ii) completes and executes all reasonable questionnaires, powers of
      attorney, indemnities, underwriting agreements, lock-up letters and other
      documents required under the terms of such underwriting arrangements.

      (c) In any such Underwritten Offering, the investment banker or investment
bankers and manager or managers that will administer the offering will be
selected by the Participating Majority to be included in such Underwritten
Offering; provided, that such investment bankers and managers must be reasonably
satisfactory to the Company.

      10. Miscellaneous.

      (a) Specific Performance. The parties hereto acknowledge that there would
be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Initial Purchasers and the Holders from time
to time may be irreparably harmed by any such failure, and accordingly agree
that the Initial Purchasers and such Holders, in addition to any other remedy to
which they may be entitled at law or in equity and without limiting the remedies
available to the Notice Holders under Section 7 hereof, shall be entitled to
compel specific performance of the obligations of the Company under this
Agreement in accordance with the terms and conditions of this Agreement, in any
court of the United States or any State thereof having jurisdiction.

      (b) Amendments and Waivers. Except as provided in the next three
sentences, this Agreement, including this Section 10(b), may be amended,
modified or supplemented and waivers or consents to departures from the
provisions hereof may be given, only by a written instrument duly executed by
the Company and a Majority of Holders. In the event of a merger or consolidation
or sale, assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company and its
subsidiaries on a consolidated basis, the Company shall procure the assumption
of its obligations under this Agreement (which it is understood and agreed shall
include the registration of any other Applicable Stock on substantially the same
terms as provided for the registration of the Common Stock) by the Person (if
other than the Company) formed by such consolidation or into which the Company
is merged or the Person who acquires by sale, assignment, conveyance, transfer,
lease or other disposition all or substantially all of the properties and assets
of the Company and its subsidiaries on a consolidated basis and this Agreement
may be amended, modified or supplemented without the consent of any Holders to
provide for such assumption of the

                                       19
<PAGE>
Company's obligations hereunder (including the registration of any other
Applicable Stock). Without the consent of each Holder of Notes, no amendment or
modification may change the provisions relating to the payment of Additional
Interest or the requirement to issue additional shares of Common Stock during a
Registration Default Period.

      Each Holder of Notes or Registrable Securities outstanding at the time of
any amendment, modification, supplement, waiver or consent or thereafter shall
be bound by any amendment, modification, supplement, waiver or consent effected
pursuant to this Section 10(b), whether or not any notice, writing or marking
indicating such amendment, modification, supplement, waiver or consent appears
on the Notes or Registrable Securities or is delivered to such Holder.

      (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

            (x) if to the Initial Purchasers, to them at the address listed on
            Appendix A hereto, or at the most current address given by such
            Initial Purchaser to the Company in a Notice and Questionnaire or
            any amendment thereto;

            with a copy (for informational purposes only) to:

            Schulte Roth & Zabel LLP
            919 Third Avenue
            New York, New York 10022
            Telephone: (212) 756-2000
            Facsimile: (212) 593-5955
            Attention: Eleazer N. Klein, Esq.

            (y) if to a Holder of Registrable Securities, at the most current
            address given by such Holder to the Company in a Notice and
            Questionnaire or any amendment thereto;

            (z)  if to the Company, to:

            Willbros Group, Inc.
            c/o Willbros USA, Inc.
            4400 Post Oak Parkway, Suite 1000
            Houston, Texas 77027
            Attention: Gay Mayeux
            Telephone: (713) 403-8147
            Facsimile: (713) 403-8010

                                       20
<PAGE>
or to such other address as such person may have furnished to the other persons
identified in this Section 10(c) in writing in accordance herewith.

      (d) Parties in Interest. The parties to this Agreement intend that all
Holders of Registrable Securities shall be entitled to receive the benefits of
this Agreement and that any Notice Holder shall be bound by the terms and
provisions of this Agreement by reason of such election with respect to the
Registrable Securities that are included in a Shelf Registration Statement. All
the terms and provisions of this Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by, the respective successors and
assigns of the parties hereto and any Holder from time to time of the Notes and
Registrable Securities to the aforesaid extent. In the event that any transferee
of any Holder of Notes or Registrable Securities shall acquire Notes or
Registrable Securities, in any manner, whether by gift, bequest, purchase,
operation of law or otherwise, such transferee shall, without any further
writing or action of any kind, be entitled to receive the benefits of and, if a
Notice Holder, be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement to the aforesaid
extent.

      (e) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

      (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

      (g) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

      (h) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

      (i) Survival. The respective indemnities, agreements, representations,
warranties and other provisions set forth in this Agreement or made pursuant
hereto shall remain in full force and effect, regardless of any investigation
(or any statement as to the results thereof) made by or on behalf of the
Company, any Notice Holder, any director, officer or partner of the Company or
such Holder, any agent or underwriter, any director, officer or partner of such
agent or underwriter, or any controlling person of any of the foregoing, and
shall survive the transfer and registration of the Registrable Securities of
such Holder.

      (j) Securities Held by the Company. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Notes or Registrable
Securities is required

                                       21
<PAGE>
hereunder, Notes and Registrable Securities held by the Company or its
Affiliates (other than subsequent Holders of Notes or Registrable Securities if
such subsequent Holders are deemed to be Affiliates solely by reason of their
holdings of such Notes or Registrable Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.

      11. Submission to Jurisdiction; Appointment of Agent for Service

      Each party hereto submits to the exclusive jurisdiction of the competent
courts of the State of New York and the courts of the United States of America,
in each case located in The City of New York, New York over any suit, action or
proceeding arising under or in connection with this Agreement or the
transactions contemplated hereby. Each party hereto waives any objection that it
may have to the venue of any suit, action or proceeding arising under or in
connection with this Agreement or the transactions contemplated hereby in the
courts of the State of New York or the courts of the United States of America,
in each case located in The City of New York, New York, or that such suit,
action or proceeding brought in the courts of the State of New York or the
courts of the United States of America, in each case located in The City of New
York, New York, was brought in an inconvenient court and agrees not to plead or
claim the same In furtherance of the foregoing, the Company hereby irrevocably
designates and appoints CT Corporation, 111 Eighth Avenue, New York, New York
10011, as the agent of the Company to receive service of all process brought
against the Company with respect to any such suit, action or proceeding in any
such court in The City of New York, New York, such service being hereby
acknowledged by the Company to be effective and binding service in every
respect. Copies of any such process so served shall also be given to the Company
in accordance with Section 10 hereof, but the failure of the Company to receive
such copies shall not affect in any way the service of such process as
aforesaid. If for any reason CT Corporation shall resign or otherwise cease to
act as such agent, the Company hereby irrevocably agrees to promptly designate
and appoint a new agent.

                                       22
<PAGE>
      Please confirm that the foregoing correctly sets forth the agreement among
the Company and you.

                                           Very truly yours,

                                           Willbros Group, Inc.



                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:



                                       23
<PAGE>
Accepted as of the date hereof:

                                          PURCHASERS:

                                          HIGHBRIDGE INTERNATIONAL LLC

                                          By: HIGHBRIDGE CAPITAL MANAGEMENT, LLC


                                          By:
                                              ----------------------------------
                                              Name:  Adam J. Chill
                                              Title: Managing Director

                                       24
<PAGE>
Accepted as of the date hereof:



                                          PURCHASERS:

                                          PORTSIDE GROWTH & OPPORTUNITY FUND



                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

                                       25
<PAGE>
Accepted as of the date hereof:




                                        PURCHASERS:

                                        SHEPHERD INVESTMENTS INTERNATIONAL, LTD.



                                        By:
                                            ----------------------------------
                                            Name:
                                            Title:


                                       26
<PAGE>
Accepted as of the date hereof:



                                           PURCHASERS:

                                           SUTTONBROOK CAPITAL MANAGEMENT LP

                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                       27
<PAGE>
Accepted as of the date hereof:



                                           PURCHASERS:

                                           CITADEL EQUITY FUND, LTD.

                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:

                                       28
<PAGE>
Accepted as of the date hereof:


                                           PURCHASERS:

                                           CAPITAL VENTURES INTERNATIONAL

                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                       29
<PAGE>
Accepted as of the date hereof:



                                           PURCHASERS:

                                           KINGS ROAD INVESTMENTS LTD.

                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                       30