Exhibit 10.4





Exhibit 10.4




WAIVER AGREEMENT




This WAIVER AGREEMENT (“Agreement”) dated as of May 7, 2010, but effective as of March
31, 2010 (the “Effective Date”) is among Willbros United States Holdings, Inc., a Delaware
corporation (the “Borrower”), the guarantors party hereto (the “Guarantors”), the
undersigned Lenders (as defined below), and Crédit Agricole Corporate and Investment Bank (formerly
known as Calyon New York Branch), as administrative agent for the Lenders (the “Administrative
Agent”).



PRELIMINARY STATEMENTS




WHEREAS, reference is made to the Credit Agreement dated as of November 20, 2007 among the
Borrower, the Guarantors, the lenders party thereto from time to time (the “Lenders”), and the
Administrative Agent (as amended on or before the date hereof, the “Credit Agreement”; the
defined terms of which are used herein unless otherwise defined herein).



WHEREAS, the Borrower, the Majority Lenders and the Administrative Agent wish to, subject to
the terms and conditions of this Agreement, provide for a waiver of certain requirements under the
Credit Agreement.



AGREEMENTS




NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:



Section 1. Waiver. The Borrower hereby acknowledges the existence of a Default as a
result of the Borrower’s failure to comply with Section 6.17 of the Credit Agreement for the fiscal
quarter ended March 31, 2010 (such Default shall be referred to herein as the “Existing
Default”). The Majority Lenders hereby agree, subject to the terms of this Agreement and
satisfaction of the conditions precedent set forth below, (a) to waive the Existing Default and (b)
that the Existing Default shall not constitute a Default or Event of Default under the Credit
Agreement or the other Loan Documents. The foregoing waiver by the Majority Lenders is limited to
the Existing Default and shall not be construed to be a waiver of the Borrower’s noncompliance with
any other terms, provisions, covenants, warranties or agreements contained in the Credit Agreement
or in any of the other Loan Documents or as a waiver of any other present or future Default or
Event of Default. The Lenders reserve the right to exercise any rights and remedies available to
them in connection with any other present or future defaults with respect to the Credit Agreement
or any other provision of any Loan Document.



Section 2. Effectiveness. This Agreement and the waiver set forth in Section 1 above
shall be effective as of the Effective Date, but only upon the satisfaction of the following
conditions precedent:



(a) The Administrative Agent shall have received multiple original counterparts, as requested
by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly
authorized officers of the Borrower, the Guarantors, the Administrative Agent, and the Majority
Lenders.


 


 









 





(b) No Default, other than the Existing Default, shall have occurred and be continuing as of
the Effective Date.



(c) The representations and warranties in this Agreement shall be true and correct in all
material respects.



Section 3. Representations and Warranties. Each Loan Party represents and warrants
that (a) except for the representations and warranties which are made only as of a prior date, the
representations and warranties set forth in the Credit Agreement and in the other Loan Documents
are true and correct in all respects as of the Effective Date as if made on and as of such date;
(b) the execution, delivery and performance of this Agreement are within the power and authority of
each Loan Party and have been duly authorized by appropriate action and proceedings; (c) this
Agreement constitutes a legal, valid, and binding obligation of each Loan Party enforceable in
accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the rights of creditors generally and general principles of
equity; (d) there are no governmental or other third party consents, licenses and approvals
required in connection with the execution, delivery, performance, validity and enforceability of
this Agreement; and (e) other than the Existing Default, no Default or Event of Default has
occurred and is continuing.




Section 4. Reaffirmation of Guaranty and Liens.



(a) Each Guarantor (i) has consented and agreed to the Credit Agreement, as amended hereby,
(ii) has reviewed this Agreement, (iii) waives any defense arising by reason of any disability,
lack of organizational authority or power, or other defense of the Borrower or any other guarantor
of the Obligations, and (iv) agrees that according to and subject to its terms the guaranty by such
Guarantors, as amended hereby, will continue in full force and effect to guaranty the Obligations
under the Loan Documents, as the same may be amended, supplemented, or otherwise modified, and such
other amounts in accordance with the terms of the Article VIII of the Credit Agreement.



(b) The Loan Parties (i) are party to certain Security Documents securing and supporting the
Obligations, (ii) have reviewed this Agreement, (iii) waive any defense arising by reason of any
disability, lack of organizational authority or power, or other defense of such Loan Party, and
agrees that according to their terms the Security Documents to which the applicable Loan Party is a
party will continue in full force and effect to secure the Obligations under the Loan Documents, as
the same may be amended, supplemented, or otherwise modified, and (iv) acknowledge, represent, and
warrant that the liens and security interests created by the Security Documents are valid and
subsisting and create a first priority perfected security interest subject to Permitted Liens as
amended herein.




Section 5. Effect on Loan Documents; Acknowledgments.



(a) Except for the waiver of the Existing Default granted herein, the Credit Agreement
(including the guaranty set forth in Article VIII thereof) and the other Loan Documents, as
heretofore amended, remain in full force and effect as originally executed, and nothing herein
shall act as a waiver of any of the Administrative Agent’s or Lenders’ rights under the Loan
Documents, as amended.


 


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(b) This Amendment is a Loan Document for the purposes of the provisions of the other Loan
Documents. Without limiting the foregoing, any breach of representations, warranties, and
covenants under this Amendment may be a Default or Event of Default under other Loan Documents.



(c) Upon and after the execution of this Amendment by each of the parties hereto, each
reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like
import referring to the Credit Agreement, and each reference in the other Loan Documents to “the
Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.



Section 6. Counterparts. This Agreement may be signed in any number of counterparts,
each of which shall be an original and all of which, taken together, constitute a single
instrument. This Agreement may be executed by facsimile or other electronic signature and all such
signatures shall be effective as originals.



Section 7. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns permitted pursuant to
the Credit Agreement.



Section 8. Counterparts. This Agreement may be executed in any number of counterparts
and by different 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. Transmission by facsimile or other electronic transmission of an executed counterpart
of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart.



Section 9. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



Section 10. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



Section 11. Entire Agreement. This Agreement, the Credit Agreement, as modified by
this Agreement, and the other Loan Documents constitute the entire understanding among the parties
hereto with respect to the subject matter hereof and supersede any prior agreements, written or
oral, with respect thereto.


 


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In Witness Whereof, the parties hereto have caused this Agreement to be duly executed
and delivered by their respective duly authorized representatives as of the Effective Date.



	 	 	 	 	 
	 	BORROWER:



WILLBROS UNITED STATES HOLDINGS, INC.

 	 
	 	By:  	/s/ Peter Brink
 	 
	 	 	Peter Brink 	 
	 	 	Vice President, Corporate Development and Treasurer 	 
	 
	 	GUARANTORS:



WILLBROS GROUP, INC.

INTEGRATED SERVICE COMPANY LLC

INTEGRATED SERVICE COMPANY OF OKLAHOMA INC.

CONSTRUCTION & TURNAROUND SERVICES, L.L.C.

CONSTRUCTION & TURNAROUND SERVICES OF CALIFORNIA, INC.

WILLBROS ENGINEERS (U.S.), LLC

(f/k/a Willbros Engineers, Inc.).

WILLBROS GOVERNMENT SERVICES (U.S.), LLC

(f/k/a Willbros Government Services, Inc.)

WILLBROS GOVERNMENT HOLDINGS (U.S.), LLC

WILLBROS PROJECT SERVICES (U.S.), LLC

(f/k/a Willbros Project Services, Inc.)

WILLBROS REFINERY AND MAINTENANCE SERVICES (U.S.), LLC

WILLBROS CONSTRUCTION (U.S.), LLC

(f/k/a Willbros RPI, Inc.)

WINK ENGINEERING, LLC

(f/k/a Wink Companies, LLC)

 	 
	 	By:  	     /s/ Peter Brink
 	 
	 	 	Name:  	Peter Brink 	 
	 	 	Title:  	Vice President, Treasurer 	 



Signature Page to Waiver Agreement

Willbros United States Holdings, Inc.





 


 











 




	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:



CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

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



CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

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



Signature Page to Waiver Agreement

Willbros United States Holdings, Inc.




 


 









 







	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH

as a Lender

 	 
	 	By:  	/s/  Mikhail Faybusovich
 	 
	 	 	Name:  	Mikhail Faybusovich 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	                        /s/  Vipul Dhadda
 	 
	 	 	Name:  	Vipul Dhadda 	 
	 	 	Title:  	Associate 	 



Signature Page to Waiver Agreement

Willbros United States Holdings, Inc.




 


 









 







	 	 	 	 	 
	 	UBS LOAN FINANCE LLC

as a Lender

 	 
	 	By:  	/s/ Mary E. Evans	 
	 	 	Name:  	Mary E. Evans	 
	 	 	Title:  	Associate Director	 
	 	 	 
	 	By:  	/s/ Irja R. Osta	 
	 	 	Name:  	Irja R. Osta	 
	 	 	Title:  	Associate Director	 



Signature Page to Waiver Agreement

Willbros United States Holdings, Inc.






 


 









 







	 	 	 	 	 
	 	NATIXIS

as a Lender

 	 
	 	By:  	/s/  Carlos Quinteros
 	 
	 	 	Name:  	Carlos Quinteros 	 
	 	 	Title:  	Director 	 
	 	 	 
	 	By:  	                /s/  Timothy L. Polvado
 	 
	 	 	Name:  	Timothy L. Polvado 	 
	 	 	Title:  	Senior Managing Director 	 



Signature Page to Waiver Agreement

Willbros United States Holdings, Inc.




 


 









 







	 	 	 	 	 
	 	AMEGY BANK N.A.

as a Lender

 	 
	 	By:  	/s/  C. Ross Bartley
 	 
	 	 	Name:  	C. Ross Bartley 	 
	 	 	Title:  	Senior Vice President 	 



Signature Page to Waiver Agreement

Willbros United States Holdings, Inc.




 


 









 







	 	 	 	 	 
	 	BANK OF TEXAS, N.A.

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Waiver Agreement

Willbros United States Holdings, Inc.




 


 









 







	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA

as a Lender

 	 
	 	By:  	/s/  J. Frazell
 	 
	 	 	Name:  	J. Frazell 	 
	 	 	Title:  	Director 	 



Signature Page to Waiver Agreement

Willbros United States Holdings, Inc.