EX-10.2



 Exhibit 10.2 

SECOND AMENDMENT dated as of April 1, 2014 (this “Second Amendment”), to the Credit Agreement dated as
of August 7, 2013, as amended by the First Amendment thereto dated as of December 12, 2013 (the “Credit Agreement”), among Willbros Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the
Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). 

The Borrower has requested that the Credit Agreement be amended as set forth herein. Pursuant to, and in compliance with the requirements of,
Section 10.01 of the Credit Agreement, the Majority Lenders are willing to agree to this Second Amendment on the terms set forth herein. 

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows: 

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the
Credit Agreement.  
 SECTION 2. Amendments to Credit Agreement. As of the Second Amendment Effective Date (as defined below),
the Credit Agreement is hereby amended as follows: 
 (a) By adding the following defined terms to Section 1.01 thereof in the
appropriate alphabetical order: 
 “Catoosa” means a newly formed Wholly Owned Subsidiary of the Borrower,
the assets of which consist of certain of the Catoosa Assets, including tools and equipment. 
 “Catoosa
Assets” means all the assets (whether real, personal or mixed) of the Borrower and the Subsidiaries used in their business of fabrication of processing equipment for oil and gas operations, heater coils, alloy piping, FCC components and
specialty equipment, including the Catoosa Facility and all the tools and equipment located thereon. 
 “Catoosa
Facility” means certain real property, manufacturing facilities and office buildings of the Borrower and the Subsidiaries located in Rogers County, Oklahoma. 

“CTS” means Construction & Turnaround Services, L.L.C., an Oklahoma limited liability company and a
Wholly-Owned Subsidiary of the Borrower. 
 “CTS Disposition” means a disposition to third parties of
(a) the refinery turnaround and construction services business (including FCC turnaround and revamps, process plant turnarounds and revamps and refractory installation) conducted by the Borrower and the Subsidiaries, whether by means of the
sale of assets constituting such business or, subject to the prior or substantially concurrent completion of the Tank Business Reorganization, by means of sale of Equity Interests in CTS or any other Subsidiary of the Borrower, and (b) the
Catoosa Assets, whether by means of the sale of such assets or by means of the sale of Equity Interests in Catoosa. 

“Tank Business Reorganization” means the sale, transfer or other disposition by CTS of the API tank
construction business to the Borrower or one or more Domestic Subsidiaries that is a Wholly-Owned Subsidiary of the Borrower. 







 “Tax Restructuring” means the series of intercompany Investments
relating to tax planning and reorganization as a result of which, among other things, Willbros Panama and each of the Foreign Subsidiaries of the Borrower owned by Willbros Panama will become Wholly-Owned Subsidiaries of Willbros Netherlands. 

“Willbros Netherlands” means a newly formed Subsidiary organized under the laws of The Netherlands that is a
Wholly-Owned Subsidiary of the Borrower. 
 “Willbros Panama” means Willbros Global Holdings, Inc., a
corporation incorporated under the laws of Panama and, prior to giving effect to the Tax Restructuring, a direct Wholly-Owned Subsidiary of the Borrower. 

(b) By amending the proviso in the definition of “Asset Disposition” to include a reference to Section 6.04(i) immediately
after the reference therein to Section 6.04(h). 
 (c) By replacing clause (l) of the definition of “Consolidated
EBITDA” with the following: 
 “(l) to the extent deducted in determining such Consolidated Net Income, fees and expenses paid or
payable in connection with any Specified Disposition, the CTS Disposition (including the Tank Business Reorganization) and the Tax Restructuring; plus” 

(d) By deleting “and” after Section 6.04(g), replacing the period after Section 6.04(h) with “; and” and
inserting the following immediately after Section 6.04(h): 
 “(i) the CTS Disposition; provided that
(i) the CTS Disposition is for fair market value and (ii) at least 75% of the consideration therefor is cash or Cash Equivalents. 

(e) By deleting “and” after Section 6.05(k), replacing the period after Section 6.05(l) with “; and” and
inserting the following immediately after Section 6.05(l): 
 “(m) Investments received in respect of, or consisting of, the
transfer or contribution of Equity Interests in or Indebtedness of any CFC or CFC Holding Company to any other CFC or CFC Holding Company, including pursuant to the Tax Restructuring.” 

SECTION 3. Conditions to Effectiveness of Second Amendment. This Second Amendment shall become effective on the first date (the
“Second Amendment Effective Date”) on which the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrower and Lenders representing the
Majority Lenders. 
 SECTION 4. Effects on Loan Documents. (a) Except as specifically amended herein, all provisions of the
Credit Agreement and the other Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as otherwise expressly provided herein, the execution, delivery and effectiveness of this
Second Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents or constitute a waiver or consent of any provision of the Loan Documents or to any further or
future action on the part of the Loan Parties that would require a waiver or consent of the Majority Lenders or the Administrative Agent. 

  
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 (b) The Administrative Agent and the Lenders acknowledge that, in accordance with
Sections 8.18 and 10.15 of the Credit Agreement, (i) upon consummation of the CTS Disposition in accordance with the terms hereof, (x) if CTS shall cease to be a Subsidiary of the Borrower as a result thereof, CTS shall
automatically cease to be a Guarantor and shall automatically be released from its obligations under the Loan Documents and all the Liens created under the Loan Documents on the assets and properties owned by CTS shall automatically be released and
(y) all the Liens created under the Loan Documents on the assets and properties subject to the CTS Disposition, including the Catoosa Assets and, if applicable, the Equity Interests in Catoosa and CTS, shall automatically be released and
(ii) upon the transfer of the Equity Interests in Willbros Panama to Willbros Netherlands, all the Liens created under the Loan Documents on such Equity Interests shall automatically be released. 

SECTION 5. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH FURTHER IN SECTION 10.13 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WAS SET FORTH IN FULL HEREIN, MUTATIS MUTANDIS.

 SECTION 6. Loan Document. This Second Amendment shall constitute a “Loan Document” for all purposes of the Credit
Agreement and the other Loan Documents. From and after the Second Amendment Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereafter”, “hereto”, “hereof” and words of
similar import, as used in the Credit Agreement and the other Loan Documents, shall refer to the Credit Agreement as amended hereby. 

SECTION 7. Execution in Counterparts. This Second Amendment may be executed in counterparts (and by different parties hereto in
different counterparts), including by means of facsimile or electronic transmission, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first above written. 
  

			
	WILLBROS GROUP, INC.
		
	By:	 	 /s/ Richard W. Russler

	Name: Richard W. Russler
	Title: Treasurer









 ACKNOWLEDGED AND AGREED BY: 

WILLBROS UNITED STATES HOLDINGS, INC. 
 WILLBROS GOVERNMENT
SERVICES (U.S.), LLC 
 WILLBROS CONSTRUCTION (U.S.), LLC 

WILLBROS CONSTRUCTION CALIFORNIA (U.S.), INC. 
 WILLBROS ENGINEERS
(U.S.), LLC 
 WILLBROS ENGINEERING CALIFORNIA (U.S.), INC. 

WILLBROS MIDSTREAM SERVICES (U.S.), LLC 
 WILLBROS PROJECT
SERVICES (U.S.), LLC 
 WILLBROS ENGINEERS, LLC 
 WILLBROS
REFINERY AND MAINTENANCE SERVICES (U.S.), LLC 
 WILLBROS DOWNSTREAM, LLC 

PREMIER WEST COAST SERVICES, INC. 
 CONSTRUCTION &
TURNAROUND SERVICES, L.L.C. 
 WILLBROS DOWNSTREAM OF OKLAHOMA, INC. 

WILLBROS UTILITY T&D HOLDINGS, LLC 
 WILLBROS T&D
SERVICES, LLC 
 CHAPMAN CONSTRUCTION MANAGEMENT CO., INC. 

CHAPMAN HOLDING CO., INC. 
 CHAPMAN CONSTRUCTION CO., L.P. 

WILLBROS UTILITY T&D GROUP COMMON PAYMASTER, LLC 
 BEMIS, LLC

 HALPIN LINE CONSTRUCTION LLC 
 PREMIER UTILITY SERVICES, LLC

 LINEAL INDUSTRIES, INC. 
 SKIBECK PIPELINE COMPANY, INC. 

TRAFFORD CORPORATION 
 UTILX CORPORATION 

UTILX OVERSEAS HOLDINGS, INC. 
 WILLBROS MANAGEMENT SERVICES, LLC

  

			
	By:	 	 /s/ Richard W. Russler

	Name: Richard W. Russler
	Title: Treasurer








 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

			
	Name of Institution:	 	 BCBSM, Inc.

		 	By: KKR Its Collateral Manager


  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

  

			
	Name of Institution:
	
	 Energy Funding LLC
 By: FS Energy
and Power Fund, as Sole Member
 By: GSO Capital Partners LP, as Sub-Adviser

		
	By:	 	 /s/ Brad Marshall

	Name:	 	Brad Marshall
	Title:	 	Authorized Signatory










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:
	
	 EP Funding LLC
 By: FS Energy and
Power Fund, as Sole Member
 By: GSO Capital Partners LP, as Sub-Adviser

		
	By:	 	 /s/ Brad Marshall

	Name:	 	Brad Marshall
	Title:	 	Authorized Signatory










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:
	
	 FS INVESTMENT CORPORATION

By:   GSO / Blackstone Debt Funds Management LLC as
Sub-Adviser

		
	By:	 	 /s/ Brad Marshall

	Name:	 	Brad Marshall
	Title:	 	Authorized Signatory










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 CCT Funding LLC



  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 HMO Minnesota

		 	By: KKR Its Collateral Manager


  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 KKR-VRS Credit Partners L.P.



  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 8 Capital Partners L.P.



  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 Corporate Capital Trust, INC



  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 KKR CORPORATE CREDIT PARTNERS L.P.



  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 KKR DEBT INVESTORS II (2006) (IRELAND) L.P.



  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 KKR FLOATING RATE FUND L.P.



  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 KKR Income Opportunities Fund



  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 KKR Lending Partners Funding LLC



  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 Maryland State Retirement and Pension System



  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 Oregon Public Employees Retirement Fund



  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 KKR-PBPR CAPITAL PARTNERS L.P.



  

			
	by
		 	 /s/ Philip Davidson

	Name:	 	Philip Davidson
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		
	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 Redwood Master Fund, Ltd.
 By: Redwood Capital
Management, LLC,
 its Investment Manager



  

			
	by
		 	 /s/ Jed Nussbaum

	Name:	 	Jed Nussbaum
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		 	  

	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 Redwood Opportunity Master Fund, Ltd.

By: Redwood Capital Management, LLC,
 its Investment
Manager



  

			
	by
		 	 /s/ Jed Nussbaum

	Name:	 	Jed Nussbaum
	Title:	 	Authorized Signatory


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		 	  

	Name:	 	
	Title:	 	










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	 SPECIAL VALUE CONTINUATION PARTNERS, LP

By: Tennenbaum Capital Partners, LLC, its Investment Manager

		
	By:	 	 /s/ Mark Holdsworth

	Name:	 	Mark Holdsworth
	Title:	 	Managing Partner
	
	 SENIOR LOAN SPV, LLC
 By: Tennenbaum
Capital Partners, LLC, its Investment Manager

		
	By:	 	 /s/ Howard Levkowitz

	Name:	 	Howard Levkowitz
	Title:	 	Managing Partner
	
	 SENIOR LOAN FUND II, LP
 By:
Tennenbaum Capital Partners, LLC, its Investment Manager

		
	By:	 	 /s/ Howard Levkowtiz

	Name:	 	Howard Levkowitz
	Title:	 	Managing Partner










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:
	
	 WALNUT STREET FUNDING LLC

By:   FS INVESTMENT CORPORATION, AS SOLE MEMBER

By:   GSO / BLACKSTONE DEBT FUNDS MANAGEMENT LLC AS SUB-ADVISER

		
	By:	 	 /s/ Daniel H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory










 SIGNATURE PAGE TO 

THE SECOND AMENDMENT 
 TO THE CREDIT
AGREEMENT OF 
 WILLBROS GROUP, INC. 
  

 
			
	Name of Institution:	 	 Wells Fargo Principal Lending, LLC.



  

			
	by
		 	 /s/ Jeff Nikora

	Name:	 	Jeff Nikora
	Title:	 	EVP


  

	
	For any Lender requiring a second signature block:


  

			
	by	 	
		 	  

	Name:	 	
	Title: