0001193125-12-074576 Sample Contracts

AMENDED AND RESTATED GUARANTY AND SURETYSHIP AGREEMENT
Credit Agreement • February 23rd, 2012 • Foster Wheeler Ag • Heavy construction other than bldg const - contractors • New York

THIS AMENDED AND RESTATED GUARANTY AND SURETYSHIP AGREEMENT (this “Guaranty”), dated as of the 15th day of August, 2011, made by FOSTER WHEELER LLC, a Delaware limited liability company, FOSTER WHEELER LTD. (“LTD”), a Bermuda corporation, FOSTER WHEELER INC., a Delaware corporation, FOSTER WHEELER INTERNATIONAL HOLDINGS, INC., a Delaware corporation and FOSTER WHEELER AG (“AG”), a Switzerland corporation (singly, a “Guarantor” and collectively, the “Guarantors”), to ENERGY (NJ) QRS 15-10, INC., a Delaware corporation (“Landlord”).

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FIRST AMENDMENT TO THE CONSULTING AGREEMENT BETWEEN FOSTER WHEELER INC. AND RAYMOND J. MILCHOVICH
Consulting Agreement • February 23rd, 2012 • Foster Wheeler Ag • Heavy construction other than bldg const - contractors

THIS FIRST AMENDMENT to the Consulting Agreement between Foster Wheeler Inc. (the “Company”) and Raymond J. Milchovich (the “Consultant”) dated as of March 15, 2010 (the “Agreement”) is made and entered into effective as of November 1, 2011.

SECOND AMENDMENT TO THE CONTRACT OF EMPLOYMENT BETWEEN FOSTER WHEELER ENERGY LIMITED AND MICHELLE K. DAVIES
Foster Wheeler Ag • February 23rd, 2012 • Heavy construction other than bldg const - contractors • England and Wales

WHEREAS, FOSTER WHEELER ENERGY LIMITED (the “Company,” the “company,” or “Foster Wheeler”) entered into a Contract of Employment with MICHELLE K. DAVIES (the “Executive” or “you”), dated 8th August 2008 (the “contract”) and a First Amendment thereto effective as of January 1, 2010 (the “First Amendment,” the contract as amended by the First Amendment, the “Agreement”); and

FIRST AMENDMENT TO LEASE AGREEMENT (Perryville I)
Lease Agreement • February 23rd, 2012 • Foster Wheeler Ag • Heavy construction other than bldg const - contractors

THIS FIRST AMENDMENT TO LEASE AGREEMENT (the “First Amendment”) is dated December 19, 2003 by and between ENERGY (NJ) QRS 15-10, INC., a Delaware corporation (the “Landlord”), having an address c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York, 10020, and FOSTER WHEELER REALTY SERVICES, INC., a Delaware corporation (the “Tenant”), having an address at Perryville Corporate Park, Clinton, New Jersey 08809-4000.

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