Foster Wheeler Inc Sample Contracts

INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER OF FOSTER WHEELER LTD. Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust...
Exchange Agreement • July 8th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Securities held by you for the account of the undersigned.

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FOSTER WHEELER LTD. Offer to Exchange up to 24,212,175 Common Shares and 260,811.74 Series B Convertible Preferred Shares (Liquidation preference $0.01 per preferred Share) for Any and All outstanding Series 1999 C Bonds and Series 1999 D Bonds (as...
Offer to Exchange • May 26th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

Enclosed for your consideration are the Prospectus, dated , 2004, and the related Letter of Transmittal (the "Letter of Transmittal") in connection with the offer by Foster Wheeler Ltd. (the "Company"), to exchange (the "Exchange Offer") its Common Shares (the "Common Shares") and Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share) (the "Preferred Shares") for any and all outstanding shares of Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust dated as of October 15, 1999 from Village of Robbins, Cook County, Illinois, to SunTrust Bank, Central Florida, National Association, as Trustee) (the "Robbins Bonds"), including, in the case of the 2009 Series C Robbins Bonds and 2024 Series C Robbins Bonds, accrued and unpaid interest, subject to the procedures and limitations described in the Prospectus dated , 2004 and related Letter of Transmittal. This material r

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ROBBINS BONDS LETTER OF TRANSMITTAL FOSTER WHEELER LTD. Offer to Exchange up to 19,519,327 Common Shares and 184,188 Series B Convertible Preferred Shares (Liquidation preference $0.01 per preferred share) for Any and All Outstanding Series 1999 C...
Letter of Transmittal • July 8th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

The Bank of New York, London branch c/o The Bank of New York ReOrg Unit 101 Barclay Street, Floor 7 East New York, New York 10286 Attention: William Buckley Phone: (212) 815-5788 Fax: (212) 298-1915 The Bank of New York, London branch c/o The Bank of New York Attention: William Buckley Phone: (212) 815-5788 Fax: (212) 298-1915 The Bank of New York, London branch c/o The Bank of New York ReOrg Unit 101 Barclay Street, Floor 7 East New York, New York 10286 Attention: William Buckley Phone: (212) 815-5788 Fax: (212) 298-1915

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FOSTER WHEELER LTD. Offer to Exchange up to 24,212,175 Common Shares and 260,811.74 Series B Convertible Preferred Shares (Liquidation preference $0.01 preferred share) for Any and All outstanding Series 1999 C Bonds and Series 1999 D Bonds (as...
Exchange Offer • May 26th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

We have been engaged by Foster Wheeler Ltd. (the "Company") to act as Dealer Manager in connection with the offer by the Company to exchange up to 24,212,175 of its Common Shares (the "Common Shares") and 260,811.74 of its Series B Convertible Preferred Shares (liquidation preference $0.01 preferred share) (the "Preferred Shares"), and by Foster Wheeler LLC in connection with the related consent solicitation, subject, in each case, to the procedures and limitations described in the Prospectus dated , 2004 and related Letter of Transmittal, (the "Letter of Transmittal"), for any and all outstanding shares of Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust dated as of October 15, 1999 from Village of Robbins, Cook County, Illinois, to SunTrust Bank, Central Florida, National Association, as Trustee) (the "Robbins Bonds"), including accrued and unpaid interest in respect of the 2009 Series C Ro

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COMMON STOCK, PREFERRED STOCK, WARRANTS AND SENIOR SECURED NOTES FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 26th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of [___________], 2004 by and among Foster Wheeler Ltd., a Bermuda company, Foster Wheeler LLC, a Delaware limited liability company, the subsidiary guarantors signatory hereto (the “Guarantors” and, together with Foster Wheeler Ltd. and Foster Wheeler LLC, the “Issuers”) and the Holders, as defined below.

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LOCK-UP AGREEMENT
Lock-Up Agreement • July 8th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

LOCK-UP AGREEMENT, dated as of [_____], 2004, by and among Foster Wheeler Ltd, a Bermuda company, Foster Wheeler LLC, a Delaware limited liability company (collectively, the “Companies,” and each, individually, a “Company”), and the undersigned beneficial owners (or investment managers or advisors for the beneficial owners) of the Convertible Notes (as defined below), the Robbins Bonds (as defined below), the Trust Securities (as defined below) and the 2005 Notes (as defined below, and collectively with the Convertible Notes, the Robbins Bonds and the Trust Securities, the “Securities”) identified on Schedule 1 on the date of this Agreement and each other beneficial owner (or investment managers or advisors for the beneficial owners) of the Securities that executes a counterpart signature page to this Agreement after the date of this Agreement, as provided in Section 25 (collectively, the “Security Holders”, and each, individually, a “Security Holder”).

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FOSTER WHEELER LTD. Offer to Exchange up to 19,519,327 Common Shares and 184,188 Series B Convertible Preferred Shares (Liquidation preference $0.01 preferred share) for Any and All outstanding Series 1999 C Bonds and Series 1999 D Bonds (as defined...
Exchange Offer • July 8th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

We have been engaged by Foster Wheeler Ltd. (the "Company") to act as Dealer Manager in connection with the offer by the Company to exchange up to 19,519,327 of its Common Shares (the "Common Shares") and 184,188 of its Series B Convertible Preferred Shares (liquidation preference $0.01 preferred share) (the "Preferred Shares"), and by Foster Wheeler LLC in connection with the related consent solicitation, subject, in each case, to the procedures and limitations described in the Prospectus dated July , 2004 and related Letter of Transmittal, (the "Letter of Transmittal"), for any and all outstanding shares of Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust dated as of October 15, 1999 from Village of Robbins, Cook County, Illinois, to SunTrust Bank, Central Florida, National Association, as Trustee) (the "Robbins Bonds"), including accrued and unpaid interest in respect of the 2009 Series C

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WARRANT AGREEMENT
Warrant Agreement • October 29th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

This Warrant Agreement, dated as of September 24, 2004 (this “Agreement”), is between Foster Wheeler Ltd., a Bermuda company (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Warrant Agent”).

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ROBBINS BONDS LETTER OF TRANSMITTAL FOSTER WHEELER LTD. Offer to Exchange up to Common Shares and Series B Voting Convertible Preferred Shares (Liquidation preference $0.01 per preferred share) for Any and All Outstanding Series 1999 C Bonds and...
Letter of Transmittal • April 12th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

The Bank of New York, London branch c/o The Bank of New York ReOrg Unit 101 Barclay Street, Floor 7 East New York, New York 10286 Attention: Kin Lau The Bank of New York, London branch c/o The Bank of New York Attention: Kin Lau Fax: (212) 298-1915 The Bank of New York, London branch c/o The Bank of New York ReOrg Unit 101 Barclay Street, Floor 7 East New York, New York 10286 Attention: Kin Lau (212) 815-3750

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FOSTER WHEELER LLC as Issuer the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION not in its individual capacity but solely as Trustee Indenture Dated as of , 2004 [ ]% Senior Secured Notes Due 2011, Series A [ ]% Senior Secured...
Indenture • July 8th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

INDENTURE, dated as of , 2004, between Foster Wheeler LLC, a Delaware limited liability company (the “Company”), the Guarantors party hereto and Wells Fargo Bank, National Association, not in its individual capacity but solely as Trustee.

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FOSTER WHEELER LTD. Offer to Exchange up to 19,519,327 Common Shares and 184,188 Series B Convertible Preferred Shares (Liquidation preference $0.01 per preferred Share) for Any and All outstanding Series 1999 C Bonds and Series 1999 D Bonds (as...
Exchange Offer • July 8th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

Enclosed for your consideration are the Prospectus, dated July , 2004, and the related Letter of Transmittal (the "Letter of Transmittal") in connection with the offer by Foster Wheeler Ltd. (the "Company"), to exchange (the "Exchange Offer") its Common Shares (the "Common Shares") and Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share) (the "Preferred Shares") for any and all outstanding shares of Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust dated as of October 15, 1999 from Village of Robbins, Cook County, Illinois, to SunTrust Bank, Central Florida, National Association, as Trustee) (the "Robbins Bonds"), including, in the case of the 2009 Series C Robbins Bonds and 2024 Series C Robbins Bonds, accrued and unpaid interest, subject to the procedures and limitations described in the Prospectus dated July , 2004 and related Letter of Transmittal. This

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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • April 12th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

THIRD SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of , 2004, to the Indenture (defined below) made by and among Foster Wheeler LLC, a limited liability company organized under the laws of Delaware (the “Company”), the guarantors set forth on Exhibit A hereto and BNY Midwest Trust Company, an Illinois trust company (the “Trustee”), as successor to the obligations of Harris Trust and Savings Bank, an Illinois banking corporation.

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DEALER MANAGER AGREEMENT
Dealer Manager Agreement • July 26th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

Foster Wheeler Ltd., a Bermuda company (the "Company"), and Foster Wheeler LLC, a Delaware limited liability company ("FW LLC"), hereby appoint Rothschild Inc. ("Rothschild") to act as exclusive dealer manager in connection with:

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COMMITMENT LETTER
Commitment Letter • April 12th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

This commitment letter agreement (together with all exhibits and schedules hereto, the “Commitment Letter”) will confirm the understanding and agreement among Foster Wheeler LLC, a Delaware limited liability company (the “Company”) and the entities listed on Schedule 1 hereto (the “Purchasers”), in connection with the proposed repayment of approximately $ 120,000,000 of certain funded debt of the Company (the “Debt Paydown”).

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NO-TRANSFER AGREEMENT
No-Transfer Agreement • April 12th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

NO-TRANSFER AGREEMENT, dated as of April 8, 2004, by and among Foster Wheeler Ltd., a Bermuda company, Foster Wheeler LLC, a Delaware limited liability company (collectively, the “Companies,” and each, individually, a “Company”), and the undersigned beneficial owners (or investment managers or advisors for the beneficial owners) of the Convertible Notes (as defined below), the Robbins Bonds (as defined below), the Trust Securities (as defined below) and the 2005 Notes (as defined below, and collectively with the Convertible Notes, the Robbins Bonds and the Trust Securities, the “Securities”) identified on Schedule 1 to this Agreement on the date of this Agreement (collectively, the “Security Holders,” and each, individually, a “Security Holder”).

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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • April 12th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

THIRD SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of , 2004, to the Indenture (defined below) made by and among Foster Wheeler LLC, a limited liability company organized under the laws of Delaware (the “Company”), and BNY Midwest Trust Company, an Illinois trust company, as Trustee (the “Trustee”), as successor to the obligations of Harris Trust and Savings Bank, an Illinois banking corporation.

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AMENDMENT NO. 4 TO NO-TRANSFER AGREEMENT
No-Transfer Agreement • July 8th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

Reference is made to the No-Transfer Agreement dated April 9, 2004 (as amended by Amendment No. 1 to the No-Transfer Agreement dated May 4, 2004, Amendment No. 2 to the No-Transfer Agreement dated May 7, 2004 and Amendment No. 3 to the No-Transfer Agreement dated May 19, 2004, the “No-Transfer Agreement”), among Foster Wheeler Ltd., a Bermuda Company, Foster Wheeler LLC, a Delaware limited liability company (collectively, the “Companies,” and each, individually, a “Company”) and the signatories thereto (collectively the “Security Holders,” and each, individually, a “Security Holder”). Terms defined in the No-Transfer Agreement are used herein as defined therein.

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SECOND EXTENSION OF COMMITMENTS
Extension of Commitments • May 4th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

Reference is made to the Commitment Letter dated February 4, 2004 (as modified by the Extension of Commitments dated April 5, 2004, the "Commitment Letter"), among Foster Wheeler LLC, a Delaware limited liability company (the "Company") and the entities listed on Schedule 1 thereto (the "Purchasers"), in connection with the proposed repayment of approximately $120,000,000 of certain funded debt of the Company. Terms defined in the Commitment Letter are used herein as defined therein.

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BILLON ET ASSOCIÉS LOGO] Domiciliation Agreement
Domiciliation Agreement • April 12th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors
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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • July 8th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

THIRD SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of as of __________, 2004, to the Indenture (defined below) made by and among Foster Wheeler LLC, a limited liability company organized under the laws of Delaware (the “Company”), the guarantors set forth on Exhibit A hereto and BNY Midwest Trust Company, an Illinois trust company (the “Trustee”), as successor to the obligations of Harris Trust and Savings Bank, an Illinois banking corporation.

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FOSTER WHEELER LTD. Common Stock and Preferred Stock FORM OF STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 4th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

FOSTER WHEELER LTD., a Bermuda corporation (the “Company”), proposes to issue and sell that number of shares of its Common Stock (as defined below) and that number of shares of its Preferred Stock (as defined below) as constitute the Remaining Shares (as defined below) to the several purchasers identified on Schedule 1 hereto (the “Purchasers”).

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THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER LTD. AND RAYMOND J. MILCHOVICH
Employment Agreement • July 26th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

THIS AMENDMENT is made and entered into this day of July, 2004 to the Employment Agreement between Foster Wheeler Ltd. ("Foster Wheeler") and Raymond J. Milchovich (the "Executive"), dated as of October 22, 2001 (the "Employment Agreement").

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • October 20th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

Intercreditor Agreement (this "Agreement") dated as of September 24, 2004, among BANK OF AMERICA, N.A., in its capacities as Administrative Agent and Collateral Agent (in such capacities, with its successors and assigns, the "Collateral Agent") for the Lenders (as defined below), Wells Fargo Bank, N.A., as trustee (in such capacity, with its successors and assigns, the "Trustee") for the Noteholders (as defined below), Foster Wheeler LLC, a Delaware limited liability company (the "Company"), and the subsidiaries of the Company from time to time parties hereto.

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LIMITED LIABILITY COMPANY AGREEMENT OF FW TECHNOLOGIES HOLDING, LLC
Limited Liability Company Agreement • December 22nd, 2003 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • Delaware

This Limited Liability Company Agreement (the “Agreement”) of FW Technologies Holding, LLC, dated as of the 19th day of October, 2000, by and between FW Technologies Holding, LLC, (the “Company”), a limited liability company organized under the laws of the State of Delaware, Foster Wheeler Corporation (“Foster Wheeler”) and Perryville Service Company Ltd. (“Perryville”), (Foster Wheeler and Perryville each, a “Member” and, together with any other member admitted to the Company pursuant to the terms of this Agreement, the “Members”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 22nd, 2003 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of , 2004, to the Indenture (defined below) made by and among Foster Wheeler Ltd., a company organized under the laws of Bermuda (the “Company”), Foster Wheeler LLC, a limited liability company organized under the laws of Delaware (the “Guarantor”), and BNY Midwest Trust Company, an Illinois trust company, not in its individual capacity but solely as Trustee (the “Trustee”).

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LIMITED LIABILITY COMPANY AGREEMENT OF FOSTER WHEELER LLC
Limited Liability Company Agreement • December 22nd, 2003 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • Delaware

LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Foster Wheeler LLC (the “Company”), dated as of the 28th day of February, 2001, by and between the Company and Foreign Holdings Ltd., a Bermuda company (the “Member” and, together with any other member admitted to the Company pursuant to the terms of this Agreement, the “Members”).

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EXTENSION OF COMMITMENTS
Commitment Extension Agreement • April 12th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

Reference is made to the Commitment Letter dated February 4, 2004 (the “Commitment Letter”), among Foster Wheeler LLC, a Delaware limited liability company (the “Company”) and the entities listed on Schedule 1 thereto (the “Purchasers”), in connection with the proposed repayment of approximately $120,000,000 of certain funded debt of the Company. Terms defined in the Commitment Letter are used herein as defined therein.

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SIXTH EXTENSION OF COMMITMENTS
Commitment Letter • July 8th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

Reference is made to the Commitment Letter dated February 4, 2004 (as modified by the Extension of Commitments dated April 5, 2004, the Second Extension of Commitments dated April 12, 2004, the Third Extension of Commitments dated May 4, 2004, the Fourth Extension of Commitments dated May 7, 2004 and the Fifth Extension of Commitments dated May 19, 2004, the “Commitment Letter”), among Foster Wheeler LLC, a Delaware limited liability company (the “Company”) and the entities listed on Schedule 1 thereto (the “Purchasers”), in connection with the proposed repayment of approximately $120,000,000 of certain funded debt of the Company. Terms defined in the Commitment Letter are used herein as defined therein.

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This Registration Rights Agreement (this "Agreement") is made and entered into as of September 21, 2004, by and among Foster Wheeler LLC, a Delaware limited liability company (the "Company"), Foster Wheeler Ltd., a company organized under the laws of...
Registration Rights Agreement • October 20th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

This Agreement is made pursuant to the Purchase Agreement, dated September 21, 2004, (the "Purchase Agreement"), by and among the Issuers and the Purchasers. In order to induce the Purchasers to purchase the Series B Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Purchasers as set forth in Section 7(k) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, to be dated as of September 24, 2004, among the Issuers and Wells Fargo Bank, National Association, as Trustee (the "Indenture").

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THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • September 22nd, 2003 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

THIRD SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of , 2003, to the Indenture (defined below) made by and among Foster Wheeler LLC, a limited liability company organized under the laws of Delaware (the "Company"), and BNY Midwest Trust Company, an Illinois trust company, as Trustee (the "Trustee"), as successor to the obligations of Harris Trust and Savings Bank, an Illinois banking corporation.

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May 19, 2004 Foster Wheeler LLC Perryville Corporate Park Service Road East 173 Clinton, New Jersey 08809-4000
Fifth Extension of Commitments • May 26th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

Reference is made to the Commitment Letter dated February 4, 2004 (as modified by the Extension of Commitments dated April 5, 2004, the Second Extension of Commitments dated April 12, 2004, the Third Extension of Commitments dated May 4, 2004 and the Fourth Extension of Commitments dated May 7, 2004, the “Commitment Letter”), among Foster Wheeler LLC, a Delaware limited liability company (the “Company”) and the entities listed on Schedule 1 thereto (the “Purchasers”), in connection with the proposed repayment of approximately $120,000,000 of certain funded debt of the Company. Terms defined in the Commitment Letter are used herein as defined therein.

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FOSTER WHEELER LTD. Offer to Exchange Common Shares for Any and all outstanding Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust dated as of October 15,...
Offer to Exchange Common Shares • December 22nd, 2003 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

Enclosed for your consideration are the Prospectus, dated , 2004, and the related Letter of Transmittal (the "Letter of Transmittal") in connection with the offer by Foster Wheeler Ltd. (the "Company"), to exchange (the "Exchange Offer") its Common Shares (the "Common Shares") for any and all outstanding shares of Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust dated as of October 15, 1999 from Village of Robbins, Cook County, Illinois, to SunTrust Bank, Central Florida, National Association, as Trustee) (the "Robbins Bonds"), subject to the procedures and limitations described in the Prospectus dated , 2004 and related Letter of Transmittal. This material relating to the Exchange Offer and Consent Solicitation is being forwarded to you as the beneficial owner of Robbins Bonds carried by us for your account or benefit but not registered in your name. A tender of such Robbins Bonds and delive

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EXIT FUNDING AGREEMENT
Exit Funding Agreement • December 22nd, 2003 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

otherwise than in connection with the Retail Rate Litigation) the Wholesale Rate shall be deemed to be the amount payable to the Partnership under Addendum 3.

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FORM OF GUARANTEE AGREEMENT]
Guarantee Agreement • September 22nd, 2003 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

This Guarantee Agreement (the "Agreement"), dated as of , is made by and among Foster Wheeler Holdings Ltd. (the "Company") and Foster Wheeler Ltd., Foster Wheeler Inc. and FWPI Ltd. (collectively, the "Guarantors"), for the benefit of the holders (the "Holders"), from time to time, of [ ]% Cumulative Guaranteed Preferred Shares of the Company, par value $0.0001 per share (the "Preferred Shares").

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FOSTER WHEELER LTD. Offer to Exchange Common Shares for Any and all outstanding Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust dated as of October 15,...
Offer to Exchange • December 22nd, 2003 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors

We have been engaged by Foster Wheeler Ltd. (the "Company") to act as Dealer Manager in connection with the offer by the Company to exchange its Common Shares (the "Common Shares"), and by Foster Wheeler LLC in connection with the related consent solicitation, subject, in each case, to the procedures and limitations described in the Prospectus dated , 2004 and related Letter of Transmittal, (the "Letter of Transmittal"), for any and all outstanding shares of Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust dated as of October 15, 1999 from Village of Robbins, Cook County, Illinois, to SunTrust Bank, Central Florida, National Association, as Trustee) (the "Robbins Bonds").

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