0001047469-03-031303 Sample Contracts

THIRD SUPPLEMENTAL INDENTURE
Foster Wheeler Inc • September 22nd, 2003 • 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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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").

SECOND AMENDMENT TO GUARANTEE AGREEMENT
Guarantee Agreement • September 22nd, 2003 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York

SECOND AMENDMENT TO GUARANTEE AGREEMENT, dated as of , 2003, to the Guarantee Agreement (defined below), made by among Foster Wheeler LLC, a limited liability company organized under the laws of Delaware (the "Company"), Foster Wheeler Ltd., a company incorporated under the laws of Bermuda (together with Foster Wheeler LLC, the "Guarantors"), and BNY Midwest Trust Company, an Illinois trust company (the "Guarantee Trustee"), as successor to the obligations of Harris Trust and Savings Bank, an Illinois banking corporation.

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