THIRD SUPPLEMENTAL INDENTURE

Exhibit 4.14

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of as of __________, 2004, to the Indenture (defined below) made by and among Xxxxxx Xxxxxxx 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 Xxxxxx Trust and Savings Bank, an Illinois banking corporation.

W I T N E S S E T H

WHEREAS, the Company has issued 6 3/4% Senior Secured Notes due 2005 guaranteed by Xxxxxx Xxxxxxx Ltd. (“Parent”) and the subsidiary guarantors set forth in the Indenture (together with Parent, the “Guarantors”) (the “2005 Notes”), pursuant to the Indenture dated November 15, 1995 by Xxxxxx Xxxxxxx Corporation to Xxxxxx Trust and Savings Bank (the “Original Indenture”), as amended and supplemented by the Amended and Restated First Supplemental Indenture dated as of August 10, 2001 by the Company and the guarantors set forth therein to Xxxxxx Trust and Savings Bank (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated as of August 16, 2002 by the Company and the guarantors set forth therein (the “Second Supplemental Indenture”), and together with the Original Indenture and the First Supplemental Indenture, the “Indenture”);

WHEREAS, the Company desires to amend the Indenture for the purpose of changing and eliminating certain provisions;

WHEREAS, Section 902 of the Indenture provides that the Indenture may be amended, subject to certain exceptions, with the consent of the Holders of a majority in aggregate principal amount of the outstanding 2005 Notes;

WHEREAS, the Company has received consents to the following amendments from the holders of at least a majority in aggregate principal amount of the outstanding 2005 Notes; and

WHEREAS, all conditions precedent to amend the Indenture and to make this Third Supplemental Indenture a valid and binding instrument in accordance with its terms have been satisfied.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Guarantors and the Trustee agree as follows:

ARTICLE I
EFFECTIVENESS AND EFFECT

SECTION 1.01.  Effectiveness and Effect.

This Third Supplemental Indenture shall take effect on the date hereof.  The provisions set forth in this Third Supplemental Indenture shall be deemed to be, and shall be construed as part of, the Indenture.  All references to the Indenture in the Indenture or in any other agreement, document or instrument delivered in connection therewith or pursuant thereto shall be deemed to refer to the Indenture as amended by this Third Supplemental Indenture.

ARTICLE II
AMENDMENT OF CERTAIN PROVISIONS OF THE INDENTURE

SECTION 2.01.  Deletion of Certain Provisions.

(a)   The section headings and the text of Sections 501(5), 1004 and 1005 of the Indenture are hereby deleted and eliminated in their entirety and replaced with “[Intentionally Deleted by Amendment]”.

(b)   The section heading and the text of Section 2.1 of the Second Supplemental Indenture is hereby deleted and eliminated in its entirety and replaced with “[Intentionally Deleted by Amendment]”.

(c)   All references in the Indenture, as amended by this Section 2.1, to any of the provisions deleted and eliminated as provided above, or to terms defined in such provisions, shall also be deemed deleted and eliminated.

ARTICLE III
MISCELANEOUS

SECTION 3.01.  Indenture Effective.

Except as amended and supplemented hereby, the Indenture is hereby ratified and confirmed in all respects and shall remain in full force and effect.

SECTION 3.02.  Amendment; Discharge.

No provisions of this Third Supplemental Indenture may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the parties hereto.

SECTION 3.03.  Notices.

All notices provided hereunder shall be deemed made when delivered to the principal executive offices of the party to be notified.

SECTION 3.04.  Governing Law.

This Third Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

SECTION 3.05.  Counterparts.

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This Third Supplemental Indenture may be executed in counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instruments.

SECTION 3.06.  Trustee.

The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture.  The statements and recitals herein are deemed to be those of the Company not of the Trustee.

SECTION 3.07.  Trust Indenture Act to Control.

If and to the extent that any provision of this Third Supplemental Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the TIA, such imposed duties shall control.  If any provision of this Third Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Third Supplemental Indenture as so modified or excluded, as the case may be.

SECTION 3.08.  Headings.

The titles and headings of the articles and sections of this Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 3.09.  Separability.

In case any one or more of the provisions contained in this Third Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Third Supplemental Indenture, but this Third Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

SECTION 3.10.  Benefits of Supplemental Indenture.

Nothing in this Third Supplemental Indenture or Indenture, express or implied shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder, any benefit of any legal or equitable right, remedy or claim under the Indenture or this Third Supplemental Indenture.

SECTION 3.11.  Assignment.

The Company will have the right at all times to assign any of its respective rights or obligations under this Third Supplemental Indenture to a direct or indirect wholly owned Subsidiary of the Company; provided that, in the event of any such assignment, the Company will remain liable for all such obligations.  Subject to the foregoing, this Third Supplemental Indenture is binding upon and inures to the benefit of the parties thereto and their respective successors and assigns.  This Third Supplemental Indenture may not otherwise be assigned by the parties thereto.

SECTION 3.12.  Definitions.

Capitalized terms used but not defined herein shall have the respective meaning ascribed to them in the Indenture.

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IN WITNESS WHEREOF, the Company and the Trustee have caused this Third Supplemental Indenture to be executed and delivered of the date first written above.

XXXXXX XXXXXXX LLC

By:

 Name:

 Title:

XXXXXX XXXXXXX LTD.

By:

 Name:

 Title:

EQUIPMENT CONSULTANTS, INC.

By:

 Name:

 Title:

XXXXXX XXXXXXX HOLDINGS LTD.

By:

 Name:

 Title:

XXXXXX XXXXXXX ASIA LIMITED

By:

 Name:

 Title:

4

XXXXXX XXXXXXX CAPITAL & FINANCE CORPORATION

By:

 Name:

 Title:

XXXXXX XXXXXXX CONSTRUCTORS, INC.

By:

 Name:

 Title:

XXXXXX XXXXXXX DEVELOPMENT CORPORATION

By:

 Name:

 Title:

XXXXXX XXXXXXX ENERGY CORPORATION

By:

 Name:

 Title:

XXXXXX XXXXXXX ENERGY MANUFACTURING, INC.

By:

 Name:

 Title:

5

XXXXXX XXXXXXX ENERGY SERVICES, INC.

By:

 Name:

 Title:

XXXXXX XXXXXXX ENVIRESPONSE, INC.

By:

 Name:

 Title:

XXXXXX XXXXXXX ENVIRONMENTAL CORPORATION

By:

 Name:

 Title:

XXXXXX XXXXXXX FACILITIES MANAGEMENT, INC.

By:

 Name:

 Title:

XXXXXX XXXXXXX INC.

By:

 Name:

 Title:

6

XXXXXX XXXXXXX INTERNATIONAL CORPORATION

By:

 Name:

 Title:

XXXXXX XXXXXXX INTERNATIONAL HOLDINGS, INC.

By:

 Name:

 Title:

XXXXXX XXXXXXX POWER GROUP, INC.

By:

 Name:

 Title:

XXXXXX XXXXXXX POWER SYSTEMS, INC.

By:

 Name:

 Title:

XXXXXX XXXXXXX PYROPOWER, INC.

By:

 Name:

 Title:

7

XXXXXX XXXXXXX REAL ESTATE DEVELOPMENT CORP.

By:

 Name:

 Title:

XXXXXX XXXXXXX REALTY SERVICES, INC.

By:

 Name:

 Title:

XXXXXX XXXXXXX USA CORPORATION

By:

 Name:

 Title:

XXXXXX XXXXXXX VIRGIN ISLANDS, INC.

By:

 Name:

 Title:

XXXXXX XXXXXXX XXXX, INC.

By:

 Name:

 Title:

8

FW MORTSHAL, INC.

By:

 Name:

 Title:

FW TECHNOLOGIES HOLDINGS, LLC

By:

 Name:

 Title:

HFM INTERNATIONAL, INC.

By:

 Name:

 Title:

PROCESS CONSULTANTS, INC.

By:

 Name:

 Title:

PYROPOWER OPERATING SERVICES COMPANY, INC.

By:

 Name:

 Title:

9

PERRYVILLE III TRUST

By:

 Name:

 Title:

BNY MIDWEST TRUST COMPANY,

  As Trustee

By:

 Name:

 Title:

10

Exhibit A

Guarantors

Xxxxxx Xxxxxxx Ltd.

Equipment Consultants, Inc.

Xxxxxx Xxxxxxx Holdings Ltd.

Xxxxxx Xxxxxxx Asia Limited

Xxxxxx Xxxxxxx Capital & Finance Corporation

Xxxxxx Xxxxxxx Constructors, Inc.

Xxxxxx Xxxxxxx Development Corporation

Xxxxxx Xxxxxxx Energy Corporation

Xxxxxx Xxxxxxx Energy Manufacturing, Inc.

Xxxxxx Xxxxxxx Energy Services, Inc.

Xxxxxx Xxxxxxx Enviresponse, Inc.

Xxxxxx Xxxxxxx Environmental Corporation

Xxxxxx Xxxxxxx Facilities Management, Inc.

Xxxxxx Xxxxxxx Inc.

Xxxxxx Xxxxxxx International Corporation

Xxxxxx Xxxxxxx International Holdings, Inc.

Xxxxxx Xxxxxxx Power Group, Inc.

Xxxxxx Xxxxxxx Power Systems, Inc.

Xxxxxx Xxxxxxx Pyropower, Inc.

Xxxxxx Xxxxxxx Real Estate Development Corp.

Xxxxxx Xxxxxxx Realty Services, Inc.

Xxxxxx Xxxxxxx USA Corporation

Xxxxxx Xxxxxxx Virgin Islands, Inc.

Xxxxxx Xxxxxxx Xxxx, Inc.

FW Mortshal, Inc.

FW Technologies Holdings, LLC

HFM International, Inc.

Process Consultants, Inc.

Pyropower Operating Services Company, Inc.

Perryville III Trust

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