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...Foster Wheeler Inc • May 26th, 2004 • 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
ROBBINS BONDS LETTER OF TRANSMITTAL 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...Foster Wheeler Inc • May 26th, 2004 • 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
COMMON STOCK, PREFERRED STOCK AND SENIOR SECURED NOTES FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 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.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 26th, 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”).
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...Foster Wheeler Inc • May 26th, 2004 • 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.
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 Notes Due...Supplemental Indenture • May 26th, 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.
May 19, 2004 Foster Wheeler LLC Perryville Corporate Park Service Road East 173 Clinton, New Jersey 08809-4000Foster Wheeler Inc • May 26th, 2004 • 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.
AMENDMENT NO. 2 TO NO-TRANSFER AGREEMENTFoster Wheeler Inc • May 26th, 2004 • 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, 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.
THIRD EXTENSION OF COMMITMENTSFoster Wheeler Inc • May 26th, 2004 • 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 and the Second Extension of Commitments dated April 12, 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.
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...Foster Wheeler Inc • May 26th, 2004 • 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
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 26th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York
Intercreditor Agreement (this “Agreement”) dated as of , 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.
AMENDMENT NO. 3 TO NO-TRANSFER AGREEMENTFoster Wheeler Inc • May 26th, 2004 • 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 and Amendment No. 2 to the No-Transfer Agreement dated May 7, 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.
FORM OF SECURITY AGREEMENT Dated as of May , 2004 from The Grantors referred to herein as Grantors to [NAME OF TRUSTEE] as TrusteeSecurity Agreement • May 26th, 2004 • Foster Wheeler Inc • Heavy construction other than bldg const - contractors • New York
SECURITY AGREEMENT dated as of May , 2004 made by FOSTER WHEELER LLC, a Delaware limited liability company (the "Company"), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined in Section 23(b)) (the Company, the Persons so listed and the Additional Grantors being, collectively, the "Grantors"), to [NAME OF TRUSTEE], as Trustee (together with any successor trustee appointed pursuant to Article 7 of the New Indenture (as hereinafter defined), the "Trustee").
May 7, 2004 Foster Wheeler LLC Perryville Corporate Park Service Road East 173 Clinton, New Jersey 08809-4000Foster Wheeler Inc • May 26th, 2004 • 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 and the Third Extension of Commitments dated May 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.
AMENDMENT NO. 1 TO NO-TRANSFER AGREEMENTFoster Wheeler Inc • May 26th, 2004 • Heavy construction other than bldg const - contractors
Reference is made to the No-Transfer Agreement dated April 9, 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.
