ROBBINS BONDS LETTER OF TRANSMITTAL 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...Letter of Transmittal • December 22nd, 2003 • 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
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • December 22nd, 2003 • 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.
LIMITED LIABILITY COMPANY AGREEMENT OF FW TECHNOLOGIES HOLDING, LLCLimited 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”).
SUPPLEMENTAL INDENTURESupplemental 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”).
LIMITED LIABILITY COMPANY AGREEMENT OF FOSTER WHEELER LLCLimited 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”).
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
EXIT FUNDING AGREEMENTExit 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.
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").
TRUST AGREEMENT dated as of December 16, 1994 among NATWEST LEASING CORPORATION as Owner Participant, and HARRIS TRUST AND SAVINGS BANK as Owner TrusteeTrust Agreement • December 22nd, 2003 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York
THIS TRUST AGREEMENT (“Trust Agreement”) dated as of December 16, 1994, between HARRIS TRUST AND SAVINGS BANK, an Illinois banking corporation, acting in its capacity as owner trustee hereunder, and any institution that shall act as a successor owner trustee in accordance with the terms of Section 4.10 hereof (“Owner Trustee”); and NATWEST LEASING CORPORATION, a New York corporation, and any successor or assign hereunder pursuant to the terms of Article V hereof (“Owner Participant” or “Owner Participants”).
ContractSecond Supplemental Indenture • December 22nd, 2003 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York
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 to the obligations of Foster Wheeler Corporation, a corporation previously organized and existing under the laws of the State of New York, each of the entities listed on Schedule I attached hereto (all such entities, collectively, the “GUARANTORS” and each, a “Guarantor”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company, as Trustee (the “TRUSTEE”) and successor to the obligations of Harris Trust and Savings Bank, an Illinois banking corporation.
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 • December 22nd, 2003 • 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.
SECOND AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND INDENTURE OF TRUST FROM VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS TO SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, AS TRUSTEE Dated as of October 15, 1999Mortgage, Security Agreement and Indenture of Trust • December 22nd, 2003 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • Illinois
THIS SECOND AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND INDENTURE OF TRUST (this “Indenture”) dated as of October 15, 1999, being the Amended 1994 Indenture (as hereinafter defined) as amended and restated effective on the Initial Exchange Date (as hereinafter defined) from the VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS, a home rule unit of local government duly organized and validly existing under the Constitution and laws of the State of Illinois (the “Issuer”) to SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, (the “Trustee”), as successor trustee to US Bank Trust National Association, as successor trustee (the “Second Successor Trustee”) to First Trust of Illinois, National Association, as successor trustee to Bank of America Illinois (the “Original Trustee”).
