<PAGE>
EXHIBIT 10
Execution Copy
SECOND AMENDMENT AND WAIVER
THIS SECOND AMENDMENT AND WAIVER (this "Amendment") dated as of
July
19, 2005 (the "Amendment Effective Date"),
is by and among Willbros Group, Inc.,
a Republic of Panama corporation (herein
referred to as the "Company"); the
financial institutions parties hereto which
are Banks under the Credit Agreement
(as defined below); and Calyon New York
Branch (formerly known as Credit
Lyonnais New York Branch), as
administrative agent for the Banks (in such
capacity, the "Agent"), and amends the
Amended and Restated Credit Agreement
dated as of March 12, 2004, as previously
amended and modified by the First
Amendment and Waiver dated as of August 6,
2004, the Consent and Wavier
Agreement dated as of April 8, 2005, and
the Consent and Wavier Agreement dated
as of June 13, 2005 (as previously amended
and modified, the "Credit
Agreement"), among the Company, the
Designated Subsidiaries from time to time
(WGI and such Designated Subsidiaries
collectively, the "Obligors" and
individually, an "Obligor"); the several
financial institutions from time to
time parties thereto as Banks, Calyon New
York Branch (formerly known as Credit
Lyonnais New York Branch), as a Bank, as
Issuing Bank (as defined herein), as
Agent, and as Lead Arranger and Book
Runner; and CIBC, Inc., as Syndication
Agent
PRELIMINARY STATEMENTS
WHEREAS, as of the date hereof, certain Events of Default
(collectively, the "Existing Defaults")
have occurred and are continuing under
the Credit Agreement, including the
Company's (i) failure to timely deliver
audited annual financial statements for the
year ended December 31, 2004 and
accompanying certificates as required under
Sections 8.1(a) and 8.2(a) of the
Credit Agreement, respectively (such
financial statements and accompanying
certificates referred to herein as the
"Year-End Financials"), (ii) failure to
timely deliver unaudited quarterly
financial statement for the fiscal quarter
ending March 31, 2005 and accompanying
certificates as required under Section
8.1(c) and 8.2(b) of the Credit Agreement
(the "March Quarterly Financials"),
and (iii) failure to timely deliver
Borrowing Base Certificates for the month of
December, 2004, and the months of January,
February, March, April, and May,
2005, in accordance with the terms of
Section 4.2 of the Credit Agreement;
WHEREAS, as of the date hereof, the Company believes that it
(A)
will fail to timely deliver (i) its
unaudited quarterly financial statement for
the fiscal quarter ending June 30, 2005 and
accompanying certificates as
required under Section 8.1(c) and 8.2(b) of
the Credit Agreement (the "June
Quarterly Financials"), and (ii) the
Borrowing Base Certificates for the months
of June, July and August, 2005, in
accordance with the terms of Section 4.2 of
the Credit Agreement; and (B) probably
failed to comply with its covenants set
forth in Section 9.11(b) (Financial
Indebtedness to Adjusted EBITDA ratio)
and/or Section 9.13 (Fixed Charge Coverage
Ratio), in each case as of the fiscal
quarters ending December 31, 2004, March
31, 2005 and June 30, 2005 (any such
failure to timely deliver the June
Quarterly Financials and such Borrowing Base
Certificates, and to comply with such
financial covenants, hereinafter
collectively called the "Probable
Defaults");
<PAGE>
WHEREAS, the
Company has requested the Banks to waive the Existing
Defaults and the Probable Defaults, to
reduce the Total Commitment to
$100,000,000, and to amend certain
provisions of the Credit Agreement in order
to restore compliance with its obligations
under such provisions following the
Existing Defaults and the Probable
Defaults; and
WHEREAS, the Banks have agreed to such amendments and waivers
in
respect subject to the terms and conditions
set forth in this Amendment;
AGREEMENT
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. Capitalized terms used
but not otherwise defined herein shall have
the meanings assigned such terms in
the Credit Agreement.
Section 1.
Waivers.
(a) The
Banks hereby agree to waive, subject to the conditions
described
below, from the Agreement Effective Date
(as hereinafter defined) until
September 30, 2005 (the "Waiver Period"),
the Existing Defaults and the Probable
Defaults.
(b) The
Banks agree that the waiver set forth in paragraph (a) above
shall
automatically become permanent, effective
as of the last day of the Waiver
Period, if prior to such day the Company
shall have delivered to the Agent each
of the the following, substantively in the
form required under the terms of the
Credit Agreement, and the Agent shall have
confirmed such delivery to the
Borrower and the Banks:
(i) the Year-End Financials, the March Quarterly Financials, and
the
June
Quarterly Financial, and
(ii) a completed and certified Borrowing Base Certificate for
the
calendar
month ending not more than 45 days prior to the date of
delivery
of such
Borrowing Base Certificate (presumably this will be either the
finalized
Borrowing Base Certificate for June, July or August, 2005).
(b) The
express waivers set forth in this Section 1 are the only
waivers
provided by the Agent and the Banks
pursuant to this Agreement, and all other
rights and remedies of the Agent and the
Banks under the Credit Agreement remain
unchanged.
Section 2.
Amendment of Credit Agreement. As of the Amendment Effective
Date, the Total Commitment is reduced to
$100,000,000 (and each Bank's
Commitment is ratably reduced in accordance
with such Bank's Percentage Share of
the total reduction), and the Credit
Agreement is amended as follows:
(a)
Section 1.1. The following defined terms are hereby amended and
restated in their entirety as set forth
below:
2
<PAGE>
"Adjusted EBITDA" means, as of any date of determination for
the
Company
and its consolidated Subsidiaries, an amount equal to (a) the
sum
of
earnings before interest, taxes, depreciation and amortization,
calculated
in accordance with GAAP as of the end of the preceding fiscal
quarter of
the Company for the trailing four fiscal quarters of the
Company,
minus (b) non-cash charges, including without limitation
contract
reversals
or receivables write downs, but excluding non-cash charges for
depreciation and amortization. For the avoidance of doubt, Adjusted
EBITDA
will not
be reduced by any non-cash compensation.
"Fixed Charge Coverage Ratio" means, for any period, the ratio
of
(i) the
Company's consolidated earnings before interest and taxes,
calculated
in accordance with GAAP as of the end of the preceding fiscal
quarter of
the Company for the trailing four fiscal quarters of the
Company,
to (ii) fixed charges (where fixed charges include Consolidated
Interest
Expense, scheduled principal repayments and cash dividends paid
in the
trailing four quarters of the Company).
"Senior Secured Financial Indebtedness" means Financial
Indebtedness
incurred
in connection with this Agreement and any other Financial
Indebtedness of any Obligor permitted under this Agreement that is
secured
by
Permitted Liens.
(b) New
Section 4.8. Section 4.8 is amended by deleting the word
[RESERVED] and adding the following new
covenant to maintain a minimum aggregate
cash balance:
4.8 Maintenance of Minimum Cash Balance. The Company shall at
all
times
ensure that the Obligor
