LOAN AGREEMENT AND GUARANTY by and among FOSTER WHEELER LLC, FOSTER WHEELER USA CORPORATION, FOSTER WHEELER NORTH AMERICA CORP., FOSTER WHEELER ENERGY CORPORATION, and FOSTER WHEELER INC. as Borrowers, THE GUARANTORS THAT ARE SIGNATORIES HERETO, as...Loan Agreement and Guaranty • March 29th, 2005 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
THIS LOAN AGREEMENT AND GUARANTY (this “Agreement”), is entered into as of March 24, 2005 by and among, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and one ore more as the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation, as the administrative agent (in such capacity, “Administrative Agent”), MORGAN STANLEY SENIOR FUNDING, INC., a Delaware corporation, as the documentation agent, syndication agent, sole lead arranger and sole lead bookrunner for the Lenders (in such capacities, “Lead Arranger”), MORGAN STANLEY & CO. INCORPORATED, as the collateral agent (in such capacity, “Collateral Agent”; and together with Administrative Agent and Lead Arranger, “Agents” and each an “Agent”), FOSTER WHEELER LLC, a Delaware limited liability company (“Parent”), FOSTER WHEELER USA CORPORATION, a Delaware corporation, FOSTER WHEELER
PLEDGE AND SECURITY AGREEMENT Dated as of March 24, 2005 From The Grantors referred to herein as Grantors to MORGAN STANLEY & CO. INCORPORATED as Collateral AgentPledge and Security Agreement • March 29th, 2005 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
PLEDGE AND SECURITY AGREEMENT (this “Agreement”) dated as of March 24, 2005 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 MORGAN STANLEY & CO. INCORPORATED, as collateral agent (together with any successor collateral agent appointed pursuant to Section 16 of the Loan Agreement (as hereinafter defined), the “Collateral Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 29th, 2005 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
Intercreditor Agreement (this “Agreement”) dated as of March 24, 2005, among MORGAN STANLEY & CO. INCORPORATED, in its capacity as collateral agent (in such capacity, with its successors and assigns, the “Collateral Agent”) for the Lender Parties (as defined below), WELLS FARGO BANK, NATIONAL ASSOCIATION, 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 affiliates of the Company from time to time parties hereto, including those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1.
