0000950129-07-005293 Sample Contracts

WAIVER AGREEMENT
Waiver Agreement • November 5th, 2007 • Willbros Group Inc • Oil & gas field services, nec • New York

This WAIVER AGREEMENT is made and entered into this 2nd day of November, 2007, by and between Willbros Group, Inc., a Republic of Panama corporation (the “Company”), and Portside Growth and Opportunity Fund (“Portside”).

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WILLBROS GROUP, INC. AND THE BANK OF NEW YORK As Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 2, 2007 TO THE INDENTURE FOR $84,500,000 AGGREGATE PRINCIPAL AMOUNT OF 6.5% CONVERTIBLE SENIOR NOTES DUE 2012 DATED AS OF DECEMBER 23, 2005
First Supplemental Indenture • November 5th, 2007 • Willbros Group Inc • Oil & gas field services, nec • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of November 2, 2007, among Willbros Group, Inc., a Republic of Panama corporation (the “Company”), Willbros USA, Inc., a Delaware corporation, as guarantor (the “Guarantor”), and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).

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