0001144204-06-016663 Sample Contracts

THIRD AMENDMENT TO LOAN AGREEMENT AND GUARANTY
Loan Agreement and Guaranty • April 25th, 2006 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York

This THIRD AMENDMENT TO LOAN AGREEMENT AND GUARANTY, dated as of April 19, 2006 (this “Amendment”), in respect of and to the Loan Agreement and Guaranty, dated as of March 24, 2005, 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 party thereto, as Guarantors, the Lenders party thereto, as the Lenders, Morgan Stanley & Co. Incorporated, as the Collateral Agent, Wells Fargo Foothill, Inc. as Administrative Agent and Morgan Stanley Senior Funding, Inc., as Documentation Agent, Syndication Agent, Sole Lead Arranger and Sole Lead Bookrunner, as amended by the First Amendment to Loan Agreement and Guaranty dated as of August 4, 2005 and the Second Amendment to Loan Agreement and Guaranty dated as of October 17, 2005 (the “Loan Agreement”). Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Loan Agreement.

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