CONFORMED COPY] =============================================================== ================= THIRD AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENTCredit Agreement • August 19th, 2002 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
INDENTURE amongIndenture • June 28th, 2001 • Foster Wheeler LTD • General bldg contractors - residential bldgs • New York
BY AND AMONGLoan and Security Agreement • August 19th, 2002 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
ARTICLE I --------- AMENDMENT ---------Supplemental Indenture • April 12th, 2002 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
ARTICLE I MERGERAgreement and Plan of Merger • August 13th, 2001 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • Delaware
EXHIBIT 10.3 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 10th, 2003 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
W I T N E S S E T H :Credit Agreement • November 10th, 2003 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
Annex I RIGHTS AGREEMENT Agreement, dated as of May 21, 2001 between Foster Wheeler Ltd., a Bermuda company (the "Company"), and Mellon Investor Services LLC (formerly Chase Mellon Shareholder Services, L.L.C.), a New Jersey limited liability company...Rights Agreement • May 25th, 2001 • Foster Wheeler LTD • General bldg contractors - residential bldgs • New York
EXHIBIT 10.2Asset Purchase Agreement • May 12th, 2003 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • Savannah
EXHIBIT 99.4 THIS SECURITY AGREEMENT is dated 26 January 2004 and is made BETWEEN: (1) THE COMPANIES identified in Schedule 1 (together with each company which becomes a party to this Security Agreement by executing a Deed of Accession, each a Chargor...Security Agreement • January 28th, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors
SETTLEMENT AGREEMENT -------------------- This Agreement is entered into as of this 31st day of January, 2002, by and among Robbins Resource Recovery Partners, L.P. (the "Partnership"), RRRP Robbins, Inc. (the "General Partner"), RRRP Illinois, LLC...Settlement Agreement • August 19th, 2002 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • Illinois
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") dated as of September 10, 2002, between FOSTER WHEELER LTD., a Bermuda company (the "Company"), and Thomas R. O'Brien (the "Executive"). The Executive is currently employed by the Company,...Employment Agreement • November 12th, 2002 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New Jersey
AMENDMENT NO. 5 AMENDMENT NO. 5 dated as of July 31, 2002 (this "AMENDMENT") to AMENDMENT No. 1 and WAIVER dated as of January 28, 2002 (as the same has heretofore been or may hereafter be amended from time to time, the "FIRST AMENDMENT AND WAIVER")...Foster Wheeler LTD • August 19th, 2002 • Heavy construction other than bldg const - contractors • New York
Exhibit 4.1 AMENDMENT OF GUARANTEE AGREEMENT GUARANTEE, dated as of March 15, 2003, made by Foster Wheeler Ltd., a company incorporated under the laws of Bermuda (the "Guarantor") in favor of the FW Preferred Capital Trust I, a business trust...Guarantee Agreement • May 12th, 2003 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
By and AmongAsset Purchase Agreement • May 12th, 2003 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
EXECUTION COPY SECOND SUPPLEMENTAL INDENTURE, dated as of the 16th day of August, 2002, among FOSTER WHEELER LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the "COMPANY") and successor by merger...Escrow Agreement • August 19th, 2002 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
EXHIBIT 99.1 INDEMNIFICATION AGREEMENT AGREEMENT, made this 3rd day of November, 2004, between Foster Wheeler Ltd., a Bermuda company (the "Company"), _______________ (the "Indemnitee"). BACKGROUND: A. The Indemnitee is a director and/or officer of...Indemnification Agreement • November 8th, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 10th, 2003 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
EXHIBIT 4.6 Registration Rights AgreementRegistration Rights Agreement • June 28th, 2001 • Foster Wheeler LTD • General bldg contractors - residential bldgs • New York
AMENDMENT NO. 3Foster Wheeler LTD • August 19th, 2002 • Heavy construction other than bldg const - contractors • New York
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER LTD. AND RAYMOND J. MILCHOVICHFoster Wheeler LTD • September 25th, 2002 • Heavy construction other than bldg const - contractors
RECITALSReceivables Purchase Agreement • November 13th, 2001 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
CONFORMED COPY AMENDMENT NO. 1 AND WAIVER AMENDMENT No. 1 and WAIVER ("THIS AMENDMENT") dated as of January 28, 2002 relating to the Second Amended and Restated Revolving Credit Agreement dated as of May 25, 2001 (as the same has heretofore been or...Foster Wheeler LTD • April 12th, 2002 • Heavy construction other than bldg const - contractors • New York
Date 2004 ------------- Parties ------------- 1. Foster Wheeler (QLD) Pty Limited (ABN 96 105 763 559) incorporated in Australia of 255 Adelaide Street, Brisbane, Queensland, Australia (the Mortgagor); and 2. Saberasu Japan Investments II B.V. of...Foster Wheeler LTD • January 28th, 2004 • Heavy construction other than bldg const - contractors • New South Wales
2. TERM OF EMPLOYMENT. 2.1 TERM. The term of the Executive's employment under this Agreement (the "Term") shall commence on November 12, 2001, or such earlier date in respect of which the Executive provides at least three days advance written notice...Employment Agreement • November 13th, 2001 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New Jersey
EXHIBIT 10.5Credit Agreement • August 8th, 2003 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
W I T N E S S E T H :Security Agreement • November 10th, 2003 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
G U A R A N T Y ------------------------Foster Wheeler LTD • August 19th, 2002 • Heavy construction other than bldg const - contractors • New York
Execution Copy FORBEARANCE AGREEMENT This Forbearance Agreement (this "Agreement") made as of this 28th day of February, 2002 by and among (i) Perryville III Trust, a trust created under the laws of the state of New York pursuant to a trust agreement...Forbearance Agreement • April 12th, 2002 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
Date 2004 ------------- Parties ------------- 1. Foster Wheeler (QLD) Pty Limited (ABN 96 105 763 559) incorporated in Australia of 255 Adelaide Street, Brisbane, Queensland, Australia (the Mortgagor); and 2. Saberasu Japan Investments II B.V. of...Foster Wheeler LTD • January 28th, 2004 • Heavy construction other than bldg const - contractors • New South Wales
CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between Foster Wheeler US Holdings, Inc., a Delaware corporation, which is expected to be renamed Foster Wheeler Inc., (the "Company") and an indirect wholly-owned subsidiary of Foster Wheeler...Employment Agreement • August 13th, 2001 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New Jersey
CONFORMED COPY] SECURITY AGREEMENT Dated as of August 16, 2002Security Agreement • August 19th, 2002 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
Exhibit 10.6 As of July 14, 2003 Energy (NJ) QRS 15-10, Inc. c/o W.P. Carey & Co. LLC 50 Rockefeller Plaza, 2nd Floor New York, New York 10020 Attention: Director, Asset Management Re: Amendment No. 3 Perryville I, Clinton, New Jersey Dear Director:...Lease Agreement • August 8th, 2003 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors
AMENDMENT NO. 4Foster Wheeler LTD • August 19th, 2002 • Heavy construction other than bldg const - contractors • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") dated as of September 23, 2002, between FOSTER WHEELER LTD., a Bermuda company (the "Company"), and BERNARD H. CHERRY (the "Executive"). The Executive and the Company wish to enter into an...Employment Agreement • November 12th, 2002 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New Jersey
