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...
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XXXXXX XXXXXXX 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 defined in the Second Amended and Restated Mortgage, Security Agreement,
and Indenture of Trust dated as of October 15, 1999 from Village of Xxxxxxx, Xxxx County, Illinois,
to SunTrust Bank, Central Florida, National Association, as Trustee)
Pursuant to the Prospectus Dated June 11, 2004
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 12, 2004, WHICH WE REFER TO AS THE EXPIRATION DATE, UNLESS EXTENDED BY US. YOU MAY REVOKE YOUR TENDER AT ANY TIME
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
June 11, 2004
To Our Clients:
Enclosed for your consideration are the Prospectus, dated June 11, 2004, and the related Letter of Transmittal (the "Letter of Transmittal") in connection with the offer by Xxxxxx Xxxxxxx 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 Xxxxxxx, Xxxx County, Illinois, to SunTrust Bank, Central Florida, National Association, as Trustee) (the "Robbins Bonds"), including, in the case of the 2009 Series C Xxxxxxx Bonds and 2024 Series C Xxxxxxx Bonds, accrued and unpaid interest, subject to the procedures and limitations described in the Prospectus dated June 11, 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 Xxxxxxx Bonds carried by us for your account or benefit but not registered in your name. A tender of such Xxxxxxx Bonds and delivery of a consent to the Proposed Amendments (described below) can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Xxxxxxx Bonds held by us for your account or deliver a consent to the Proposed Amendments.
We request instructions as to whether you wish us to tender any or all of the Xxxxxxx Bonds held by us for your account, upon the terms and subject to the conditions set forth in the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal.
If you wish to have us tender any or all of your Xxxxxxx Bonds, please so instruct us by completing, executing and returning to us the instruction form set forth on the reverse side of this letter. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Xxxxxxx Bonds, all such Xxxxxxx Bonds will be tendered unless otherwise specified on the reverse side of this letter. Your instructions should be forwarded to us in sufficient time to permit us to submit a tender on your behalf prior to the expiration of the Exchange Offer.
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO EXCHANGE
The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer and the Consent Solicitation.
This will instruct you to tender the number of Xxxxxxx Bonds indicated below (or if no number is indicated below, all Xxxxxxx Bonds) that are held by you for the account of the undersigned and to deliver consent to the Proposed Amendments.
Aggregate Principal Amount of 2009 Series C Xxxxxxx Bonds to be Tendered*:
Aggregate Principal Amount of 2024 Series C Xxxxxxx Bonds to be Tendered*
Accreted Principal Amount of Series X Xxxxxxx Bonds to be Tendered*
Date: , 2004 |
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Signature(s) |
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Print Name(s) |
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Print Address(es) |
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Area Code and Telephone Number |
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Tax ID or Social Security Number |
- *
- Unless otherwise indicated, it will be assumed that all Xxxxxxx Bonds held by us for your account are to be tendered.
If the undersigned instructs you to tender the Xxxxxxx Bonds held by you for the account of the undersigned, it is understood that you are authorized:
(a) to make on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that:
(i) the undersigned's principal residence is in the state of (fill in state) ,
(ii) the undersigned has full power and authority to tender, exchange, assign and transfer the Xxxxxxx Bonds tendered, and Xxxxxx Xxxxxxx Ltd. will acquire good and unencumbered title to the Xxxxxxx Bonds being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale arrangements or other obligations relating to their sale or transfer, and are not subject to any adverse claim when the Xxxxxxx Bonds are accepted by Xxxxxx Xxxxxxx Ltd.
(b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and
(c) to take any other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of the Xxxxxxx Bonds.
PLEASE
RETURN THIS FORM TO THE BROKERAGE
FIRM MAINTAINING YOUR ACCOUNT
2
INSTRUCTIONS WITH RESPECT TO THE OFFER TO EXCHANGE
