0001047469-04-025141 Sample Contracts

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 • August 3rd, 2004 • Foster Wheeler LTD • 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.

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FOSTER WHEELER LTD. Offer to Exchange up to 19,519,327 Common Shares and 184,188 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...
Offer to Exchange • August 3rd, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors

Enclosed for your consideration are the Prospectus, dated August 2, 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 August 2, 2004 and related Letter of Transmittal.

ROBBINS BONDS LETTER OF TRANSMITTAL FOSTER WHEELER LTD. Offer to Exchange up to 19,519,327 Common Shares and 184,188 Series B Convertible Preferred Shares (Liquidation preference $0.01 per preferred share) for Any and All Outstanding Series 1999 C...
Letter of Transmittal • August 3rd, 2004 • Foster Wheeler LTD • 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

FOSTER WHEELER LTD. Offer to Exchange up to 19,519,327 Common Shares and 184,188 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 defined...
Exchange Offer • August 3rd, 2004 • Foster Wheeler LTD • 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 19,519,327 of its Common Shares (the "Common Shares") and 184,188 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 August 2, 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

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