S-4/A

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As filed with the Securities and Exchange Commission on December 19, 2003.

Registration No. 333-107054

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FOSTER WHEELER LTD.* (Exact name of Registrant as specified in its charter)			FOSTER WHEELER LLC (Exact name of Registrant as specified in its charter)
Bermuda (State or other jurisdiction of incorporation or organization)	1600 (Primary Standard Industrial Classification Code)	22-3802649 (I.R.S. Employer Identification Number)	Delaware (State or other jurisdiction of incorporation or organization)	1600 (Primary Standard Industrial Classification Code)	22-3803814 (I.R.S. Employer Identification Number)

SUBSIDIARY GUARANTORS
LISTED ON SCHEDULE A HERETO
(Exact name of Registrants as specified in their charters)

Perryville Corporate Park
Clinton, New Jersey 08809 4000
Telephone: (908) 730 4000
Facsimile: (908) 730 5300
(Address, including zip code, and telephone number, including area code, of Registrants' principal executive offices)

*

Maintains its registered offices at Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda, and its principal executive offices at Perryville Corporate Park, Clinton, New Jersey 08809-4000.

Lisa Fries Gardner
c/o Foster Wheeler Inc.
Perryville Corporate Park
Clinton, New Jersey 08809 4000
Telephone: (908) 730 4000
Facsimile: (908) 730 5300
(Name, address, including zip code, and telephone number,
including area code, of agent for service) Copies to:
John J. Kelley III
Tracy Kimmel
King & Spalding LLP
1185 Avenue of the Americas
New York, New York 10036
(212) 556 2100

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the exchange offer described in the enclosed prospectus have been satisfied or waived.

        If the securities being registered on the Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Shares of Foster Wheeler Ltd.	$337,060,000(1)	$27,268.15
63/4% Senior Secured Notes due            of Foster Wheeler LLC	$200,000,000	$16,180.00
Guarantees of 63/4% Senior Secured Notes Due            (2)	—	—
Total		$43,448.15(3)

(1)

Estimated solely for the purpose of computing the registration fee. Computed in accordance with Rule 457(f) under the Securities Act of 1933, as amended, based on the aggregate of (a) the market value of the 9.00% Preferred Securities, Series I issued by FW Preferred Capital Trust I (liquidation amount $25 per trust security), or the trust securities, ($2.58 per trust security or $18,060,000 in the aggregate, based on the average of the high and low price of the trust securities on December 16, 2003 as quoted on the Over-the-Counter Bulletin Board), and (b) the book value of the 6.50% Convertible Subordinated Notes due 2007 issued by Foster Wheeler Ltd. and the 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), for which there is no established market.

(2)

No separate consideration will be received for the guarantees, and, therefore, no additional registration fee is required.

(3)

$2,463.41 of which was previously paid.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

Schedule A

SUBSIDIARY GUARANTOR	JURISDICTION OF INCORPORATION	I.R.S. EMPLOYER IDENTIFICATION NUMBER
Equipment Consultants, Inc.	Delaware	22-1899985
Foster Wheeler Holdings Ltd.	Bermuda	22-3814170
Foster Wheeler Asia Limited	Delaware	22-2428000
Foster Wheeler Capital & Finance Corporation	Delaware	22-3486371
Foster Wheeler Constructors, Inc.	Delaware	22-2749540
Foster Wheeler Development Corporation	Delaware	22-2109044
Foster Wheeler Energy Corporation	Delaware	22-2023682
Foster Wheeler Energy Manufacturing, Inc.	Delaware	22-3293071
Foster Wheeler Energy Services, Inc.	California	76-0271671
Foster Wheeler Enviresponse, Inc.	Delaware	22-2574074
Foster Wheeler Environmental Corporation	Texas	75-2512450
Foster Wheeler Facilities Management, Inc.	Delaware	22-3144074
Foster Wheeler Inc.	Delaware	22-3800664
Foster Wheeler International Corporation	Delaware	13-6152983
Foster Wheeler International Holdings, Inc.	Delaware	22-3800663
Foster Wheeler Power Group, Inc.	Delaware	22-3248302
Foster Wheeler Power Systems, Inc.	Delaware	22-2271893
Foster Wheeler Pyropower, Inc.	New York	95-3565932
Foster Wheeler Real Estate Development Corp.	Delaware	22-2571704
Foster Wheeler Realty Services, Inc.	Delaware	22-3800667
Foster Wheeler USA Corporation	Delaware	22-2023683
Foster Wheeler Virgin Islands, Inc.	Delaware	22-3235076
Foster Wheeler Zack, Inc.	Delaware	22-3388258
FW Mortshal, Inc.	Delaware	33-0383026
FW Technologies Holdings, LLC	Delaware	32-0099596
HFM International, Inc.	Delaware	22-2933225
Process Consultants, Inc.	Delaware	22-1830450
Pyropower Operating Services Company, Inc.	California	33-0249382
Perryville III Trust	New York	Not applicable

EXPLANATORY NOTE

        This Registration Statement on Form S-4 (File No. 333-107054) covers the registration of common shares of Foster Wheeler Ltd. that may be exchanged for any and all (1) 9.00% Preferred Securities, Series I issued by FW Capital Trust I and guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC (the "trust securities"), (2) 6.50% Convertible Subordinated Notes due 2007 issued by Foster Wheeler Ltd. and guaranteed by Foster Wheeler LLC (the "convertible notes") and (3) Series 1999 C Bonds and Series 1999 D Bonds supported by the Exit Funding Agreement dated as of October 15, 1999 between Foster Wheeler Corporation (as succeeded by Foster Wheeler LLC) and Suntrust Bank, Central Florida, National Association (the "Robbins bonds"). This registration statement also covers the registration of 6³/4% Senior Secured Notes due    of Foster Wheeler LLC (the "new notes") that may be exchanged for any and all 6³/4% Senior Secured Notes due 2005 of Foster Wheeler LLC (the "2005 notes"), in each case guaranteed by the subsidiary guarantors described herein. The complete prospectus relating to the exchange offer as it relates to the trust securities, the convertible notes and the Robbins bonds follows this explanatory note. Following that prospectus are certain pages of the prospectus relating solely to the exchange offer as it relates to the 2005 notes, including alternate front and back cover pages, an alternate table of contents page and alternate sections entitled "Summary—Terms of the New Notes" and "Description of the New Notes". In addition, the new notes prospectus will include an alternate tax section that follows these sections entitled "U.S. Federal Income Tax Considerations." All other sections of the prospectus that follows will be included in the new notes prospectus.

The information contained in this prospectus is not complete and may be changed. We may not complete this exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is operative. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is prohibited.

Subject to Completion, Preliminary Prospectus dated December 19, 2003

PROSPECTUS
Dated                         , 2003

FOSTER WHEELER LTD.

Offer to Exchange Common Shares
for

Any and All Outstanding 9.00% Preferred Securities, Series I
Issued by FW Preferred Capital Trust I (Liquidation Amount $25 per Trust Security)
and Guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC
and
Any and all outstanding 6.50% Convertible Subordinated Notes due 2007
issued by Foster Wheeler Ltd. and Guaranteed by Foster Wheeler LLC
and
Any and all outstanding 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)
Including in each case accrued interest or dividends
Solicitation of Consents to Proposed Amendments to
the Junior Subordinated Indenture Relating to the 9.00% Junior Subordinated Deferrable
Interest Debentures, Series I of Foster Wheeler LLC and the Guarantee Agreement
Relating to the 9.00% Preferred Securities, Series I of FW Preferred Capital Trust I
and
the Indenture Relating to the 6.50% Convertible Subordinated Notes due 2007

        Subject to the conditions described in this prospectus, Foster Wheeler Ltd. is offering to exchange its common shares for:

•

any and all outstanding 9.00% Preferred Securities, Series I (liquidation amount $25 per trust security) issued by FW Preferred Capital Trust I, or the trust securities;



•

any and all outstanding 6.50% convertible subordinated notes due 2007 issued by Foster Wheeler Ltd. and Guaranteed by Foster Wheeler LLC, or the convertible notes; and



•

any and all outstanding Series 1999 C Bonds and 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 Country, Illinois, to SunTrust Bank, Central Florida, National Association, as trustee, or the Robbins bonds.

        Each holder of trust securities will receive    common shares for each trust security (liquidation amount $25 per trust security) plus accrued dividends tendered in the exchange offer and not withdrawn. Each holder of convertible notes will receive    common shares for each $1,000 in principal amount of convertible notes plus accrued interest, if any, tendered in the exchange offer and not withdrawn. Each holder of Robbins bonds will receive    common shares for each $1,000 in principal amount of Robbins bonds plus accrued interest, if any, tendered in the exchange offer and not withdrawn.

        Foster Wheeler LLC is also offering to exchange secured senior notes due    , or the new notes, for its senior secured notes due 2005 as part of this exchange offer, by means of a separate prospectus.

        The completion of the exchange offer is conditioned upon, among other things, our receipt of valid tenders from not less than            % of the aggregate liquidation amount of trust securities,            % of the aggregate principal amount of convertible notes,            % of the aggregate principal amount of Robbins bonds and            % of the aggregate principal amount of 2005 notes. Pursuant to lockup agreements entered into between Foster Wheeler Ltd. and certain holders,            % of the aggregate principal amount of the convertible notes,            % of the aggregate principal amount of Robbins bonds and            % of the aggregate principal amount of 2005 notes have agreed to tender their securities in the exchange offer and consent to the proposed amendments.

        For a discussion of factors you should consider before you decide to participate in the exchange offer and consent solicitation, see "Risk Factors" beginning on page 15.

The exchange offer and consent solicitation will expire at 5:00 p.m., New York City time, on                        , 2004, which we refer to as the expiration date, unless extended by us. You may revoke your tender and, if applicable, your consent at any time prior to 5:00 p.m., New York City time, on the expiration date.

         Our common shares are quoted on the Over-the-Counter Bulletin Board under the symbol "FWLRF.OB". On December 18, 2003, the average of the high and low quotations for our common shares on the Over-the-Counter Bulletin Board was $1.16 per share.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The dealer manager for the exchange offer and consent solicitation is:

Rothschild Inc.

TABLE OF CONTENTS

Summary	1
Risk Factors	15
Forward Looking Statements	31
Capitalization	32
Unaudited Pro Forma Condensed Consolidated Financial Statements	34
Selected Financial Data	40
Ratio of Earnings to Fixed Charges	43
Use of Proceeds	44
Accounting Treatment For Exchange Offer	45
The Exchange Offer and the Consent Solicitation	46
The Proposed Amendments	64
The Trust	68
Market Price Information	69
Description of Share Capital	71
Comparison of Rights	78
U.S. Federal Income Tax Considerations	103
Legal Matters	110
Experts	110
Where You Can Find More Information About Us	111
Incorporation of Documents By Reference	112
Enforcement of Civil Liabilities	113

        You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. No person has been authorized to give any information or make any representations in connection with the exchange offer, other than the information and those representations contained or incorporated by reference in this prospectus or in the accompanying letters of transmittal and consent and letter of transmittal. If given or made, such information and representations must not be relied upon by you as having been authorized by us, the trustee, the exchange agent, the information agent, the dealer manager or any other party involved in the exchange offer. We are not making an offer of these securities in any state or jurisdiction where the offer is not permitted. You should not assume that the information provided by this prospectus or the documents incorporated by reference herein is accurate as of any date other than the date of such prospectus or incorporated documents, regardless of the date you receive them.

SUMMARY

This summary represents a summary of all material terms of the exchange offer and consent solicitation and highlights selected information described in greater detail elsewhere or incorporated by reference in this prospectus. You should carefully read this entire prospectus and the documents incorporated by reference in this prospectus to fully understand this exchange offer and our business, results of operations and financial condition. Except as the context otherwise requires, the terms "we," "us," "our," and "Foster Wheeler," as used in this prospectus, refer to Foster Wheeler Ltd. and its direct and indirect subsidiaries on a consolidated basis.

Purpose of the Exchange Offer and Consent Solicitation (see page 46)

        The purpose of the exchange offer and consent solicitation for the trust securities, the convertible notes and the Robbins bonds is to reduce our debt and to improve our overall capital structure. The purpose of the exchange offer of senior secured notes due            , which we refer to as the new notes, for the senior secured notes due 2005, which we refer to as the 2005 notes, is effectively to extend the maturity of all or a portion of the 2005 notes.

        Following consummation of the exchange offer, Foster Wheeler LLC will no longer have any payment obligations with respect to trust securities that are exchanged, including with respect to accrued and unpaid dividends, because such trust securities will be held by Foster Wheeler Ltd., and, under U.S. generally accepted accounting principles will not be deemed to be outstanding. Following consummation of the exchange offer, Foster Wheeler Ltd. will no longer have any payment obligations with respect to the convertible notes that are exchanged, including with respect to accrued and unpaid interest, because such convertible notes will be retired by Foster Wheeler Ltd. Following consummation of the exchange offer, Foster Wheeler LLC will no longer have any payment obligations with respect to the Robbins bonds that are exchanged in the exchange offer, including with respect to accrued and unpaid interest.

Principal Terms of the Exchange Offer (see page 48)

        The completion of the exchange offer is conditioned upon, among other things, our receipt of valid tenders from not less than            % of the aggregate liquidation amount of trust securities,            % of the aggregate principal amount of convertible notes,            % of the aggregate principal amount of Robbins bonds and             % of the aggregate principal amount of 2005 notes. Pursuant to lockup agreements entered into between Foster Wheeler Ltd. and certain holders,             % of the aggregate principal amount of convertible notes,            % of the aggregate principal amount of Robbins bonds and            % of the aggregate principal amount of 2005 notes have agreed to tender their securities in the exchange offer and consent to the proposed amendments. The following table sets forth certain information regarding the securities:

Title of Security	Aggregate Liquidation or Principal Amount Outstanding at September 26, 2003		Accrued Dividends or Interest Through September 26, 2003	Total Obligation as of September 26, 2003	% of Aggregate Principal Amount Having Executed Lock-up Agreement	% Required to Tender for Consummation of Exchange Offer	Total Number of Common Shares to be Issued	% of Common Shares Outstanding After Exchange Offer*
Existing common shareholders		N/A	N/A	N/A	N/A	N/A	N/A
Trust securities	$	175 million
Convertible notes	$	210 million
Robbins bonds	$	109 million
2005 notes	$	200 million					—	—

*

Assuming minimum conditions to the exchange offer are met.

1

Trust Securities Exchange

        Foster Wheeler Ltd. is offering to exchange up to            million of its common shares for any and all of the seven million outstanding trust securities on the terms and conditions described in this prospectus. Each holder of trust securities will receive    common shares for each trust security ($25 liquidation amount per trust security plus accrued dividends) tendered in the exchange offer and not withdrawn.

        Holders of trust securities will not receive any consideration for accrued and unpaid dividends on your trust securities tendered in the exchange offer. You may exchange all or any portion of your trust securities in the exchange offer in increments of $25 in liquidation amount.

Convertible Notes Exchange

        Foster Wheeler Ltd. is offering to exchange up to            million of its common shares for any and all of the $210 million in aggregate principal amount of the convertible notes. Each holder of convertible notes will receive    common shares for each $1,000 in principal amount of convertible notes plus accrued interest, if any, tendered in the exchange offer and not withdrawn.

Robbins Bonds Exchange

        Foster Wheeler Ltd. is offering to exchange up to     million of its common shares for any and all of the $109 million in aggregate principal amount of the Robbins bonds. Each holder of Robbins bonds will receive    common shares for each $1,000 in principal amount of Robbins bonds plus accrued interest, if any, tendered in the exchange offer and not withdrawn.

2005 Notes Exchange

        Foster Wheeler LLC is offering to exchange up to $200 million in aggregate principal amount of its new notes in exchange for any and all of its $200 million in aggregate principal amount of 2005 notes. Each holder of 2005 notes will receive $1,000 in aggregate principal amount of new notes for each $1,000 in aggregate principal amount tendered in the exchange offer and not withdrawn.

Exchange Procedures

        If you wish to participate in the exchange offer, you must validly tender your trust securities, convertible notes, Robbins bonds and 2005 notes, which we refer to as the securities, before 5:00 p.m., New York City time, on                  , 2004, unless the exchange offer is extended by us. Only registered holders of securities can effectively tender. If you are a beneficial owner whose securities are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your securities in the exchange offer, you must first contact the broker, dealer, commercial bank, trust company or other nominee holding on your behalf and instruct it to send the exchange agent an "agent's message" on your behalf or to complete and deliver to the exchange agent a letter of transmittal by facsimile or hand delivery to the facsimile number or address, as the case may be, on the back cover of this prospectus. If an "agent's message" is sent on your behalf, there is no need to also send a letter of transmittal to the exchange agent. You must also instruct that broker, dealer, commercial bank, trust company or other nominee holding on your behalf to tender your securities by effecting a book-entry transfer of the securities into the account of the exchange agent through the Automated Tender Offer Program, or ATOP, of the Depository Trust Company, or DTC. If you cannot complete a book-entry transfer of your securities together with an agent's message or letter of transmittal to the exchange agent prior to the expiration of the exchange offer, you may follow the guaranteed delivery procedures described in this prospectus. After the exchange offer expires, you will no longer be able to tender your securities in the exchange offer, although we reserve the right to have a subsequent offering period, which we would announce as described herein.

2

Delivery of Consent

        If you are a holder of trust securities and you wish to participate in the exchange offer, you must also consent to the proposed amendments to the indenture governing the debentures underlying the trust securities and to the related guarantee agreement. Your tender of trust securities will be deemed a consent to these proposed amendments.

        If you are a holder of convertible notes and you wish to participate in the exchange offer, you must also consent to the proposed amendments to the indenture governing the convertible notes. Your tender of convertible notes will be deemed a consent to these proposed amendments.

        If you are a holder of 2005 notes and you wish to participate in the exchange offer, you must also consent to the proposed amendments to the indenture governing the 2005 notes. Your tender of 2005 notes will be deemed a consent to these proposed amendments.

        We will accept all validly tendered securities and validly delivered consents that have not been withdrawn or revoked before 5:00 p.m., New York City time on the expiration date.

        Holders of the securities are not entitled to any dissenter's rights or other rights of appraisal under Bermuda or Delaware law, as applicable.

Foster Wheeler Ltd.

        Foster Wheeler Ltd., a Bermuda company, is the indirect parent of Foster Wheeler LLC. Foster Wheeler Ltd. does not have any assets or conduct any business except through its ownership of its subsidiaries. Foster Wheeler Ltd. is the issuer of the convertible notes and a guarantor of the trust securities, the 2005 notes and the new notes. The executive offices of Foster Wheeler Ltd. are c/o Foster Wheeler Inc., Perryville Corporate Park, Clinton, New Jersey 08809-4000, Attention: Office of the Secretary, and its telephone number is (908) 730-4000.

Foster Wheeler LLC

        Foster Wheeler LLC is a Delaware limited liability company that does not have any assets or conduct any business except through its ownership of its subsidiaries. Foster Wheeler LLC is an indirectly wholly owned subsidiary of Foster Wheeler Ltd. Foster Wheeler LLC owns all of the common securities of the trust that issued the trust securities, is a guarantor of the trust securities and the convertible notes, and is the issuer of the Robbins bonds, the 2005 notes and the new notes. The executive offices of Foster Wheeler LLC are c/o Foster Wheeler Inc., Perryville Corporate Park, Clinton, New Jersey 08809-4000, Attention: Office of the Secretary, and its telephone number is (908) 730-4000.

The Trust (see page 68)

        FW Preferred Capital Trust I is a statutory business trust organized under Delaware law and is the issuer of the trust securities. The trust is a special purpose financing subsidiary of Foster Wheeler LLC that has no operating history or independent operations and is a financial vehicle to issue the trust securities and to hold as trust assets the junior subordinated debentures issued by Foster Wheeler LLC. The executive office of the trust is c/o Foster Wheeler Inc., Perryville Corporate Park, Clinton, New Jersey 08809-4000, Attention: Office of the Secretary, and its telephone number is (908) 730-4000.

Our Business

        Our business falls within two business groups, the Engineering and Construction Group and the Energy Group. The Engineering and Construction Group designs, engineers and constructs upstream and downstream petroleum processing facilities, chemical, petrochemical, pharmaceutical and natural

3

gas liquefaction (LNG) facilities, and related infrastructure, including power generation and distribution facilities, production terminals, pollution control equipment and water treatment facilities. The Engineering and Construction Group provides direct technical and management services, and purchases equipment, materials and services from third party vendors and subcontractors. The group has industry leading technology in delayed coking, solvent de-asphalting and hydrogen production.

        The Energy Group designs, manufactures and erects steam generating and auxiliary equipment for power stations and industrial markets worldwide. Steam generating equipment includes a full range of fluidized bed and conventional boilers firing coal, oil, gas, biomass and municipal solid waste, waste wood and low-Btu gases. Auxiliary equipment includes feedwater heaters, steam condensers, heat-recovery equipment and low-NOx burners. Site services related to these products encompass full plant construction, maintenance engineering, plant upgrading and life extension and plant repowering. The Energy Group also provides research analysis and experimental work in fluid dynamics, heat transfer, combustion and fuel technology, materials engineering and solids mechanics. In addition, the Energy Group builds, owns and operates cogeneration, independent power production and resource recovery facilities, as well as facilities for the process and petrochemical industries. The Energy Group generates revenues from construction and operating activities pursuant to long-term sale of project outputs, i.e., electricity contracts, operating and maintenance agreements and from related investment activities.

Our Corporate Structure

        Our structure, assuming consummation of the exchange offers, will be as follows:

4

Ranking of New Notes

        The new notes will be the senior secured obligations of Foster Wheeler LLC. The new notes will have a security interest in the stock and debt of Foster Wheeler LLC's subsidiaries and on facilities owned by Foster Wheeler LLC or its subsidiaries that exceed 1% of consolidated net tangible assets, in each case to the extent such stock, debt and facilities secure obligations under Foster Wheeler's senior secured credit agreement. The new notes will rank pari passu with Foster Wheeler's obligations under the senior secured credit agreement. The proceeds held or received by the collateral agent in respect of any sale of collateral securing the new notes will be applied first, to all obligations in respect of the term loans and any letters of credit, which were collectively $185,900,000 at September 26, 2003, and thereafter, on a pro rata basis, to all obligations in respect of all revolving credit borrowings, secured hedging agreements, and secured cash management agreements, which were collectively $69,000,000 at September 26, 2003, and the new notes.

Principal Terms of the Trust Securities Consent Solicitation (see page 51)

        Foster Wheeler LLC is seeking the consent of the holders of the trust securities to amend the indenture and the guarantee agreement relating to the junior subordinated debentures issued by Foster Wheeler LLC to permit Foster Wheeler LLC to, among other things, pay dividends to its immediate parent even though Foster Wheeler LLC has elected to defer payments in respect of the trust securities. The terms of the indenture and the guarantee agreement prevent Foster Wheeler LLC from making, or causing its subsidiaries to make, any distributions in respect of its capital stock if:

•

there has been an event of default under the terms of the indenture,



•

there has been an event of default under the guarantee agreement, or



•

Foster Wheeler LLC is electing to defer payments on the junior subordinated debentures as permitted by the terms of the indenture.

        Since January 15, 2002, Foster Wheeler LLC has exercised its right to defer payments on the junior subordinated debentures. Because the junior subordinated debentures are the only asset of the trust, Foster Wheeler LLC's actions have resulted in the trust suspending the payment of dividends on the trust securities.

        If the amendments are approved, Foster Wheeler LLC will be allowed to make, subject to significant restrictions under its senior secured credit agreement and applicable law, and to cause its subsidiaries to make, payments on the capital stock of Foster Wheeler LLC regardless of whether payments are being deferred on the trust securities. Under the terms of the indenture governing the junior subordinated debentures, Foster Wheeler LLC has been prohibited from paying dividends since it began deferring payments on the junior subordinated debentures. The proposed amendments will not require that Foster Wheeler LLC resume payments on the junior subordinated debentures that remain outstanding following the exchange offer.

        Foster Wheeler LLC is also seeking the consent of the holders of the trust securities to amend the terms of the indenture and the guarantee agreement that restrict the ability of Foster Wheeler LLC to enter into a merger or consolidation transaction or to sell, lease or otherwise convey substantially all of its assets. Further, Foster Wheeler LLC is seeking consent to eliminate from the indenture the covenant requiring it to provide the trustee copies of all reports that it files with the SEC.

        Foster Wheeler LLC is seeking consents to all of the proposed amendments relating to the trust securities as a single proposal. Pursuant to the terms of the exchange offer, the completion, execution and delivery of the accompanying Trust Securities Letter of Transmittal and Consent, in connection with the tender of trust securities will be deemed to constitute the consent of the tendering holder to

5

all of the proposed amendments relating to the trust securities. The holders of at least 66²/3% of the aggregate liquidation amount of the trust securities must consent to the proposed amendments relating to the trust securities for them to be effective.

Principal Terms of the Convertible Notes Consent Solicitation (see page 52)

        Foster Wheeler Ltd. is seeking the consent of holders of the convertible notes to amend the terms of the indenture governing the convertible notes that restrict the ability of Foster Wheeler Ltd. or Foster Wheeler LLC to merge with, or convey, transfer or lease its properties and assets to, other entities. Further, Foster Wheeler Ltd. is seeking consent to eliminate from the indenture the covenant requiring it to provide the trustee copies of all reports that it files with the SEC.

        Foster Wheeler Ltd. is seeking consents to all of the proposed amendments relating to the convertible notes as a single proposal. Pursuant to the terms of the exchange offer, the completion, execution and delivery of the accompanying Convertible Notes Letter of Transmittal and Consent in connection with the tender of convertible notes will be deemed to constitute the consent of the tendering holder to all of the proposed amendments. The holders of at least a majority of the aggregate principal amount of the convertible notes must consent to the proposed amendments relating to the convertible notes for them to be effective.

Principal Terms of the 2005 Notes Consent Solicitation (see page 52)

        Foster Wheeler LLC is seeking the consent of holders of the 2005 notes to amend the terms of the indenture governing the 2005 notes that restrict the ability of Foster Wheeler LLC to incur certain liens without securing the 2005 notes equally and ratably and to enter into sale and leaseback transactions. The elimination of the limitation on liens covenant as proposed would also eliminate the holders of the 2005 notes rights under the indenture to the security currently in place with respect to the 2005 notes.

        Foster Wheeler LLC is seeking consents to all of the proposed amendments relating to the 2005 notes as a single proposal. Pursuant to the terms of the exchange offer, the completion, execution and delivery of the accompanying 2005 Notes Letter of Transmittal and Consent in connection with the tender of 2005 notes will be deemed to constitute the consent of the tendering holder to all of the proposed amendments. The holders of at least a majority of the aggregate principal amount of the 2005 notes must consent to the proposed amendments relating to the 2005 notes for them to be effective.

        The proposed amendments to the terms of the 2005 notes will not affect the terms of the new notes offered in the exchange offer, which will contain these covenants and be secured.

Consequences of Not Participating in the Exchange Offer (see page 60)

Holders of Trust Securities

        If you are a holder of trust securities and you do not participate in the exchange offer and the proposed amendments to the indenture and the guarantee agreement relating to the junior subordinated debentures underlying the trust securities are adopted, you will no longer have the benefit of selected provisions contained in the indenture and guarantee agreement. Without the protection afforded by such provisions, you and the trustee will have greater difficulty enforcing your rights under these instruments and will have fewer remedies available to you in the event Foster Wheeler LLC were to commit an act constituting an event of default under the terms of the existing indenture.

        The terms of the indenture and the guarantee agreement prevent Foster Wheeler LLC from making, or causing its subsidiaries to make, any distributions in respect of its capital stock if:

6

•

there has been an event of default under the terms of the indenture,



•

there has been an event of default under the guarantee agreement, or



•

Foster Wheeler LLC is electing to defer payments on the junior subordinated debentures as permitted by the terms of the indenture.

        Since January 15, 2002, Foster Wheeler LLC has exercised its right to defer payments on the junior subordinated debentures. Because the junior subordinated debentures are the only asset of the trust, Foster Wheeler LLC's actions have resulted in the trust suspending the payment of dividends on the trust securities.

        If the amendments are approved, Foster Wheeler LLC will be allowed to make, subject to significant restrictions under its senior secured credit agreement and applicable law, and to cause its subsidiaries to make, payments on the capital stock of Foster Wheeler LLC regardless of whether payments are being deferred on the trust securities. Under the terms of the indenture, Foster Wheeler LLC has been prohibited from paying dividends since it began deferring payments on the junior subordinated debentures. The proposed amendments will not require that Foster Wheeler LLC resume payments on the junior subordinated debentures that remain outstanding following the exchange offers.

        As required by the terms of Foster Wheeler LLC's senior secured credit agreement, Foster Wheeler LLC will continue to defer payments on the junior subordinated debentures issued by Foster Wheeler LLC to the trust in respect of the trust securities. As a result, you will continue (1) not to receive distributions and (2) to experience adverse tax effects from original issue discount. In addition, if the amendments constitute a significant modification of the trust securities for U.S. federal income tax purposes, you would be deemed to have exchanged your trust securities for new trust securities. In this regard, please refer to "U.S. Federal Income Tax Considerations."

        Foster Wheeler LLC currently intends to continue deferring interest payments on the junior subordinated debentures until it is contractually obligated to resume such payments. These payments may be deferred for up to five years. Foster Wheeler LLC has deferred all interest payments beginning with the payment due on January 15, 2002. Accordingly, holders of the trust securities will not receive quarterly distributions until Foster Wheeler LLC resumes such payments, which may not be until January 2007. In addition, the terms of the senior secured credit agreement require Foster Wheeler LLC to continue to defer such interest payments so long as the senior secured credit agreement remains outstanding. The senior secured credit agreement matures in April 2005.

        If a large enough number of holders of the trust securities decide to participate in the exchange, the liquidity of the trust securities may be impaired and your ability to sell the trust securities may be adversely affected.

Holders of Convertible Notes

        If you are a holder of convertible notes and you do not participate in the exchange offer and the proposed amendments to the indenture governing the convertible notes are adopted, you will no longer have the benefit of certain provisions contained in the indenture. Without the protection afforded by such provisions, you and the trustee will have greater difficulty enforcing your rights under the indenture and will have fewer remedies available to you in the event Foster Wheeler Ltd. were to commit an act constituting an event of default under the terms of the existing indenture. In addition, if the amendments to the indenture governing the convertible notes constitute a significant modification of the convertible notes for U.S. federal income tax purposes, you would be deemed to have exchanged your convertible notes for new convertible notes. In this regard, please refer to "U.S. Federal Income Tax Considerations."

7

        Also, if a large enough number of holders of the convertible notes decide to participate in the exchange, the liquidity of the convertible notes may be impaired and your ability to sell convertible notes may be adversely affected.

Holders of 2005 Notes

        If you are a holder of 2005 notes and you do not participate in the exchange offer and the proposed amendments to the indenture governing the 2005 notes are adopted, you will no longer have the benefit of provisions contained in the indenture. Without the protection afforded by such provisions, you and the trustee will have greater difficulty enforcing your rights under the indenture and will have fewer remedies available to you in the event Foster Wheeler LLC were to commit an act constituting an event of default under the terms of the existing indenture.

        The elimination of the limitation on liens covenant as proposed would also eliminate the holders of the 2005 notes rights under the indenture to the security currently in place with respect to the 2005 notes.

        Also, if a large enough number of holders of 2005 notes decide to participate in the exchange, the liquidity of the 2005 notes may be impaired and your ability to sell the 2005 notes may be adversely affected.

Conditions to the Exchange Offer and Consent Solicitation (see page 53)

        Notwithstanding any other provisions of the exchange offer, the exchange offer is conditioned upon, among other things:

•

holders of at least    % of the aggregate liquidation amount of trust securities having validly tendered, and not validly withdrawn, those trust securities; and



•

holders of at least    % of the aggregate principal amount of convertible notes having validly tendered, and not validly withdrawn, those convertible notes; and



•

holders of at least    % of the aggregate principal amount of Robbins bonds having validly tendered, and not validly withdrawn, those Robbins bonds; and



•

holders of at least    % of the aggregate principal amount of 2005 notes having validly tendered, and not validly withdrawn, those 2005 notes.

        We may, in our sole discretion, waive any of the conditions to the exchange offer and consent solicitation prior to the expiration of the exchange offer. The conditions to the exchange offer and consent solicitation are for our sole benefit, and may be waived at any time prior to expiration of the exchange offer for any reason. Our failure to exercise any condition will not be a waiver of our rights. In the event that any waiver constitutes a material change in the terms of the exchange offer or consent solicitation, we will extend the expiration date for at least five business days.

Expiration Dates; Subsequent Offering Period (see page 52)

        The exchange offer will expire at 5:00 p.m., New York City time, on            , 2004, unless we extend the exchange offer period. We will announce the results of the exchange offer and consent solicitation, including the approximate number and percentage of securities deposited for exchange and whether we have elected to conduct a subsequent offering period, on Foster Wheeler Ltd.'s website (www.fwc.com) and by press release by 9:00 a.m. New York City time on the next business day after the previously scheduled expiration date. In addition, if we waive a material condition to the exchange offer and consent solicitation, we will notify you of such waiver in the same manner as above and will hold

8

the exchange offer and consent solicitation open for acceptances and withdrawals for at least five business days after the notification of the waiver of such condition. We may terminate the exchange offer and consent solicitation at any time before we have accepted any trust securities for exchange at our option.

        We may provide a subsequent offering period after the acceptance of securities in the exchange offer, which will be not less than three business days or more than 20 business days. In order to provide a subsequent offering period, we will issue a notice announcing the results of the exchange offer on the website of Foster Wheeler Ltd. (www.fwc.com) and by press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the expiration date of the exchange offer and immediately commence the subsequent offering period. We will offer the same form and amount of consideration to holders of each class of the securities in both the initial exchange offer period and the subsequent offering period. During a subsequent offering period, you will not have the right to withdraw any securities that you have tendered and not previously withdrawn or that you tender during any subsequent offering period.

Withdrawal of Tenders; Revocation of Consents (see page 58)

        Securities tendered on or prior to the expiration date may be withdrawn and the related consents, with respect to the trust securities, the convertible notes and the 2005 notes, may thereby be revoked at any time on or prior to the expiration date. Tenders of securities received on or prior to the expiration date will become irrevocable on the expiration date, if not validly revoked prior to that time. If you hold through a broker, dealer or other agent, you can withdraw your securities from the exchange offer and, with respect to the trust securities, the convertible notes and the 2005 notes, the consent solicitation, by following the instructions provided by your broker, dealer, trust company or other nominee. If we provide for a subsequent offering period after the acceptance of securities in the exchange offer and, with respect to the trust securities, the convertible notes and 2005 notes, the consent solicitation, you will not be permitted to withdraw any securities you tender in the subsequent offering period. In addition, tenders of any and all securities may be validly withdrawn if the exchange offer is terminated by us without any securities being exchanged under the exchange offer. In the event of a termination of the exchange offer, the securities tendered pursuant to the exchange offer will be returned promptly to the tendering holder and the proposed amendments will not become effective. See "The Proposed Amendments."

Trust Securities Supplemental Indenture; Amended Guarantee Agreement (see page 64)

        The proposed amendments relating to the indenture and the guarantee agreement relating to the junior subordinated debentures underlying the trust securities, if adopted, will be set forth in a supplemental indenture and an amended guarantee agreement to be executed by Foster Wheeler LLC, Foster Wheeler Ltd.and the trustee, as the case may be, as promptly as practicable after we accept the trust securities tendered in the exchange offer following the expiration date of the exchange offer. The proposed amendments to the indenture and the guarantee agreement will become effective when the supplemental indenture and amended guarantee are executed. The indenture and the guarantee agreement, without giving effect to the proposed amendments, will remain in effect until such time. If the exchange offer is terminated, or the requisite amount of trust securities are not accepted for exchange for any reason, the supplemental indenture and the amended guarantee agreement will not be executed and will not become effective.

Convertible Notes Supplemental Indenture (see page 65)

        The proposed amendments to the indenture governing the convertible notes, if adopted, will be set forth in a supplemental indenture to be executed by Foster Wheeler Ltd. and the trustee as promptly

9

as practicable after we accept the convertible notes tendered in the exchange offer following the expiration date of the exchange offer. The proposed amendments to the indenture governing the convertible notes will become effective when the supplemental indenture is executed. The indenture governing the convertible notes, without giving effect to the proposed amendments, will remain in effect until such time. If the exchange offer is terminated, or the requisite amount of convertible notes are not accepted for exchange for any reason, the supplemental indenture will not be executed and will not become effective.

2005 Notes Supplemental Indenture (see page 66)

        The proposed amendments to the indenture governing the 2005 notes, if adopted, will be set forth in a supplemental indenture to be executed by Foster Wheeler LLC, the guarantors and the trustee as promptly as practicable after we accept the 2005 notes tendered in the exchange offer following the expiration date of the exchange offer. The proposed amendments to the indenture governing the 2005 notes will become effective when the supplemental indenture is executed. The indenture governing the 2005 notes, without giving effect to the proposed amendments, will remain in effect until such time. If the exchange offer is terminated, or the requisite amount of 2005 notes are not accepted for exchange for any reason, the supplemental indenture will not be executed and will not become effective.

Contracts and Relationships among Foster Wheeler Ltd., Foster Wheeler LLC, and FW Preferred Capital Trust I

        You should refer to the chart on page 4 for an illustration of the corporate structure of Foster Wheeler.

        As of the date of this prospectus, Joseph J. Melone and John E. Stuart, two directors of Foster Wheeler Ltd., owned an aggregate of $485,000 in liquidation amount of the trust securities. Such trust securities may be tendered by such directors under the same terms and conditions of the exchange offer. Three of the five administrative trustees of FW Preferred Capital Trust I were appointed by Foster Wheeler LLC in accordance with the terms of the trust.

U.S. Federal Income Tax Considerations (see page 103)

        For a discussion of the material U.S. federal income tax considerations relating to the exchange offer, please refer to "U.S. Federal Income Tax Considerations."

Dealer Manager (see page 61)

        We have engaged Rothschild Inc. to act as dealer manager in connection with the exchange offer and consent solicitation. The address and telephone number of the dealer manager are set forth on the back cover of this prospectus.

Exchange Agent (see page 62)

        The exchange agent for the exchange offer and consent solicitation is The Bank of New York, London branch. The letters of transmittal and consents and/ or letter of transmittal should be sent only to the exchange agent. The address and telephone number of the exchange agent are set forth on the back cover of this prospectus.

10

Information Agent (see page 62)

        The information agent for the exchange offer and consent solicitation is Georgeson Shareholder Communications Inc. Additional copies of this prospectus, the letter of transmittal and consent and/ or letter of transmittal and other related materials may be obtained from the information agent.

        If you have questions about the exchange offer or consent solicitation, you may contact Georgeson Shareholder Communications Inc., the information agent at:

Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, N.Y. 10014
Banks and Brokers call (212) 440-9800
All Other Shareholders call toll free (800) 891-3214

Transmittal Documents (see page 55)

        Letters of transmittal and consents and/ or letter of transmittal and other documents required by the instructions to the letters of transmittal and consents and/ or letter of transmittal should be sent only to the exchange agent, and not to us, the information agent or the dealer manager.

11

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

        The following summary selected financial data as of and for our fiscal years 2000, 2001 and 2002 have been derived from our audited consolidated financial statements which have been incorporated by reference in this prospectus as of and for the fiscal years 2000, 2001 and 2002. The summary selected financial data as of and for the nine months ended September 26, 2003 have been derived from our unaudited condensed consolidated financial statements incorporated by reference in this prospectus and, in our opinion, reflect all adjustments, consisting of normal accruals, necessary for a fair presentation of the data for those periods. Our results of operations for the nine months ended September 26, 2003 may not be indicative of results that may be expected for the full year.

        The summary pro forma financial data have been derived from the unaudited pro forma condensed consolidated financial statements included elsewhere in this prospectus and gives effect to the exchange offer as if it had occurred on December 29, 2001 and December 28, 2002, assuming that:

•

holders of at least        % of the aggregate liquidation amount of trust securities validly tender, and not validly withdraw, those trust securities; and



•

holders of at least    % of the aggregate principal amount of convertible notes validly tender, and not validly withdraw, those convertible notes; and



•

holders of at least        % of the aggregate principal amount of Robbins bonds validly tender, and not validly withdraw, those Robbins bonds; and



•

holders of at least        % of the aggregate principal amount of 2005 notes validly tender, and not validly withdraw, those 2005 notes.

        You should read this information together with the consolidated and condensed consolidated financial statements, including the notes contained in the financial statements, and the unaudited pro forma condensed consolidated financial statements, of us and our subsidiaries, which are contained in and incorporated by reference in this prospectus.

12

		Fiscal Year Ended															Pro Forma for the exchange offer Fiscal Year Ended December 27, 2002
											Nine Months ended September 27, 2002			Nine Months ended September 26, 2003						Pro Forma for the exchange offer Nine Months Ended September 26, 2003
		2000			2001			2002
		(Restated)(1)			(Restated)(1)
		(in thousands, except ratios)
Results of Operations Data:
Revenues		$	3,969,355		$	3,392,474		$	3,574,537		$	2,579,117		$	2,642,872		$	3,574,537		$	2,642,872
(Loss)/earnings before income taxes		$	52,166		$	(212,965	)(4)	$	(360,062	)(2)	$	(243,737	)	$	(56,376	)
Provision/(benefit) for income taxes		$	15,179		$	123,395(5	)	$	14,657		$	18,879		$	19,679			14,657			19,679
(Loss)/earnings prior to cumulative effect of a change in accounting principle		$	36,987		$	(336,360	)	$	(374,719	)	$	(262,616	)	$	(76,055	)
Cumulative effect of a change in accounting principal for goodwill, net of $0 tax			—			—		$	(150,500	)(3)		(150,500	)		—			(150,500	)(3)		—
Net (loss)/earnings		$	36,987		$	(336,360	)	$	(525,219	)	$	(413,116	)	$	(76,055	)
Shares Outstanding:
	Basic:
Weighted average number of shares outstanding			40,798			40,876			40,957			40,943			41,040
	Diluted:
	Effect of stock options		7	(7)			(7)			(7)						(7)		—			—
Total diluted			40,805			40,876			40,957			40,963			41,040
Other Data:
EBITDA(6)		$	193,136		$	(72,731	)	$	(232,609	)		(136,126	)	$	41,384
Ratio of total debt to EBITDA			5.0			(14.3	)		(4.8	)		(8.5	)		26.3
Net cash provided/(used) by operating activities		$	(16,744	)	$	(88,681	)	$	(160,365	)	$	218,126		$	(18,341	)
Net cash provided/(used) by investing activities		$	38,248		$	43,212		$	(122,706	)	$	(126,482	)	$	101,538
Net cash provided/(used) by financing activities		$	(12,633	)	$	85,533		$	60,002		$	112,074		$	(37,971	)

		As of September 26, 2003
		Actual			Pro Forma for the exchange offer
		(in thousands)
Balance Sheet Data:
Current Assets		$	1,191,800		$
Current liabilities		$	1,337,599		$
Working capital		$	(145,799	)	$
Land, building and equipment (net)		$	703,503		$	703,503
Total assets		$	2,596,917		$
Bank loans		$	121		$	121
Long-term borrowing (including current installments):
	Corporate and other debt	$	334,178		$
	Project debt	$	197,525		$
	Capital lease obligations	$	62,335		$
Subordinated Robbins Facility exit funding obligations		$	108,865			—
Convertible subordinated notes		$	210,000		$
Preferred trust securities		$	175,000		$

13

(1)

The selected financial data presented for each of the two years in the period ended December 28, 2001, have been restated to account for the assets, liabilities and results of operations associated with one of Foster Wheeler Ltd.'s post retirement medical benefit plans in accordance with Statement of Financial Accounting Standards 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions".

(2)

Includes in 2002, losses recognized in anticipation of sales ($54,500); revisions to project claim estimates and related costs ($136,200); revisions to project cost estimates and related receivable reserves ($80,500); provision for asbestos claims ($26,200); provision for domestic plant impairment ($18,700); performance intervention and restructuring charges ($37,100); increased pension and postretirement medical costs ($10,600); and severance, increased legal and other provisions ($31,600).

(3)

In 2002, Foster Wheeler Ltd. recognized $150,500 of impairment losses upon adoption of SFAS 142, "Goodwill and Other Intangible Assets".

(4)

Includes in 2001, losses recognized in anticipation of sales ($40,300); revisions to project claim estimates and related costs ($37,000); revisions to project cost estimates and related receivable reserves ($123,600); provision for domestic plant impairment ($6,100); increased pension and postretirement and medical costs ($9,100); and severance, increased legal and other provisions ($38,200).

(5)

Includes in 2001, a valuation allowance for domestic deferred tax assets ($194,600).

(6)

EBITDA is a supplemental, non-GAAP financial measure. EBITDA is defined as earnings (loss) before taxes (before goodwill charge), interest expense, depreciation and amortization. Foster Wheeler Ltd. has presented EBITDA because it believes it is an important supplemental measure of operating performance and is also a financial indicator of our ability to service indebtedness. EBITDA, adjusted for certain unusual and infrequent items specifically excluded in the terms of the senior secured credit agreement, is also used as a measure for certain covenants under the senior credit facility. Foster Wheeler Ltd. believes that the line on its consolidated statement of earnings entitled "earnings (loss) before income taxes" is the most directly comparable GAAP measure to EBITDA. A reconciliation of EBITDA, a non-GAAP financial measure, to net loss, a GAAP measure, is shown below.

	Nine Months Ended						Year Ended
	September 26, 2003			September 27, 2002			December 27, 2002			December 28, 2001			December 29, 2000
EBITDA	$	41,384		$	(136,126	)	$	(232,609	)	$	(72,731	)	$	193,136
Less: Interest expense		70,639			61,176			83,028			84,484			83,254
Less: Depreciation and amortization		27,121			33,035			44,425			55,750			57,716
(Loss)/earnings before income tax	$	(56,376	)	$	(243,737	)		(360,062	)		(212,965	)		52,166
Income tax	$	19,679		$	18,879			14,657			123,395			15,179
Net loss prior to cumulative effect of a change in accounting principle of goodwill	$	(76,055	)	$	(262,616	)		(374,719	)		(336,360	)		36,987
Cumulative effect on prior years of a change in accounting principle of goodwill		—			(150,500	)		(150,500	)		—			—
Net loss	$	(76,055	)	$	(413,116	)	$	(525,219	)	$	(336,360	)	$	36,987

(7)

The effect of the stock options was not included in the calculation of diluted earning per share as these options were antidilutive due to the 2002 and 2001 losses. The effect of the convertible notes was not included in the calculation of diluted earnings per share as these options were anitdilutive due to the 2002 and 2001 losses.

14

RISK FACTORS

        Before deciding whether to participate in the exchange offer, you should carefully read the following risk factors and the other information included and incorporated in this prospectus.

Risk Factors Relating to Participating in the Exchange Offers

By tendering your securities in the exchange offer, you will be giving up your right to receive the accrued and unpaid dividends or interest on the securities.

        In January 2002, Foster Wheeler LLC exercised its option to defer payments of interest on the junior subordinated debentures held by FW Preferred Capital Trust I. As the junior subordinated debentures are the only asset of FW Preferred Capital Trust I, dividends have been suspended on the trust securities since that date. As of September 26, 2003, total accrued and unpaid dividends were $4.76 for each $25 in aggregate liquidation amount per trust security. For each trust security that you exchange, you will receive            common shares of Foster Wheeler Ltd. You will not receive any additional consideration for accrued and unpaid dividends on your trust securities.

        As of September 26, 2003, total accrued and unpaid interest was $21.67 for each $1,000 in aggregate principal amount of convertible notes. For each $1,000 in aggregate principal amount of convertible notes that you exchange, you will receive            common shares of Foster Wheeler Ltd. You will not receive any consideration for accrued and unpaid interest, if any, on your convertible notes. As of September 26, 2003, total accrued and unpaid interest was $78.93 for each $1,000 in aggregate principal amount of Robbins bonds. For each $1,000 in aggregate principal amount of Robbins bonds that you exchange, you will receive            common shares of Foster Wheeler Ltd. You will not receive any additional consideration for accrued and unpaid interest, if any, on your Robbins bonds.

Dividend income, if any, on common shares received in exchange for Robbins bonds will not be exempt from U.S. federal income taxation.

        Although interest paid on the Robbins bonds is specifically exempt from U.S. federal income taxation, dividend income, if any, on common shares received in exchange for Robbins bonds or the other securities that are subject to the exchange offer generally will be subject to U.S. federal income tax.

Holders of the securities who receive common shares in the exchange offer will lose their rights under the securities and the indentures and other agreements governing the securities.

        Upon tendering securities in the exchange offer for our common shares, holders of securities will lose the contractual and legal rights they currently have under the securities and other agreements governing the securities and will have different rights as shareholders. For example, the holders of trust securities who tender their trust securities for common shares will lose their right to receive dividends on the trust securities and any other rights they have under the declaration of trust or the indenture governing the underlying debentures. Furthermore, under most circumstances, the value of equity will likely react to changes in our fortunes with a higher degree of volatility than will the value of a trust security or debt claim. Consequently, as common shareholders, the tendering holders of securities may suffer more from future adverse developments relating to our financial condition, results of operations or prospects than they would as holders of their current securities.

In the future, we may acquire any securities that are not tendered in the exchange offer for consideration different than that in the exchange offer.

        In the future, we may acquire securities that are not tendered in the exchange offer through open market purchases, privately negotiated transactions, an exchange offer or such other means as we deem

15

appropriate. Any such acquisitions will occur upon the terms and at the prices as we may determine in our discretion, which may be more or less than the value of the common shares being exchanged for the trust securities under the exchange offer, and could be for cash or other consideration. We may choose to pursue any or none of these alternatives, or combinations thereof, in the future.

The common shares will rank junior to all of our preferred securities, including the trust securities that remain outstanding, and all of our debt and other obligations, including the convertible notes, Robbins bonds and 2005 notes that remain outstanding, which could limit your ability to recover amounts originally invested by you.

        As of September 26, 2003, the common shares of Foster Wheeler Ltd. would have effectively ranked junior to approximately $829 million of debt of Foster Wheeler Ltd. and its subsidiaries, as well as approximately $198 million of limited recourse project debt of special purpose subsidiaries and approximately $61 million of capital lease obligations.

On November 14, 2003, our common shares and trust securities were delisted from the NYSE. We do not intend to seek an alternate listing and our common shares are currently quoted on the Over-the-Counter Bulletin Board under the symbol "FWLRF.OB". Common shares quoted on the Over-the-Counter Bulletin Board may be less liquid and trade at a lower price than common shares listed on the NYSE.

        As a result of our delisting from the NYSE, the trading price of our common shares may decline substantially and shareholders may experience a significant decrease in the liquidity of the common shares. Securities that trade on the Over-the-Counter Bulletin Board, including our common shares, may also be subject to higher transaction costs for trades and have reduced liquidity compared to securities that trade on the NYSE and other organized markets and exchanges.

We cannot predict the price at which our common shares will trade following the restructuring.

        We expect to issue approximately    million common shares to the holders of the securities in connection with the exchange offer. As of September 26, 2003, there were approximately 40.8 million common shares of Foster Wheeler Ltd. issued and outstanding. After giving effect to the exchange offer, we estimate that there will be approximately    million common shares of Foster Wheeler Ltd. issued and outstanding, which means that our existing common shareholders will hold only approximately       % of our common shares following the exchange offer.

        This issuance of common shares could materially depress the price of our common shares if holders of a large number of common shares attempt to sell all or a substantial portion of their holdings following the exchange offer. We cannot predict what the demand for our common shares will be following the exchange offer, how many common shares will be offered for sale or be sold following the exchange offer, or the price at which our common shares will trade following the exchange offer. There are no agreements or other restrictions that prevent the sale of a large number of our common shares immediately following the exchange offer. The issuance of the common shares offered pursuant to this prospectus in exchange for the securities has been registered with the SEC. As a consequence, all of our outstanding common shares will, in general, be freely tradeable.

Foster Wheeler Ltd. is a Bermuda company and it may be difficult for you to enforce judgments against it or its directors and executive officers.

        Foster Wheeler Ltd. is a Bermuda exempted company. As a result, the rights of holders of the common shares will be governed by Bermuda law and the memorandum of association and bye-laws of Foster Wheeler Ltd. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. A substantial portion of the assets of Foster Wheeler Ltd. are located outside the United States. As a result, it may be difficult for investors

16

to effect service of process on those persons in the United States or to enforce in the United States judgments obtained in U.S. courts against Foster Wheeler Ltd. or those persons based on the civil liability provisions of the U.S. securities laws. Uncertainty exists as to whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, under the securities laws of those jurisdictions or entertain actions in Bermuda under the securities laws of other jurisdictions.

Foster Wheeler Ltd.'s bye-laws restrict shareholders from bringing legal action against its officers and directors.

        Foster Wheeler Ltd.'s bye-laws contain a broad waiver by its shareholders of any claim or right of action, both individually and on Foster Wheeler Ltd.'s behalf, against any of its officers or directors. The waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any action, in the performance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the officer or director. This waiver limits the right of shareholders to assert claims against Foster Wheeler Ltd.'s officers and directors unless the act or failure to act involves fraud or dishonesty.

If the exchange offer is consummated, our U.S. federal income tax liability may be significantly higher in the future.

        It is expected that the number of common shares issued pursuant to the exchange offer will be sufficient to cause us to undergo an "ownership change" within the meaning of Section 382 of the Internal Revenue Code (very generally, a change of more than 50 percentage points in the ownership of our shares, by value, over the three-year period ending on the date such shares are issued). If we experience an ownership change, our ability to use losses from taxable years or periods ending on or before the date of the ownership change to offset U.S. federal taxable income in any post-change year will be subject to substantial limitations, and our ability to utilize pre-change tax credits in post-change years will be similarly limited. We expect that our U.S. federal income tax liability for post-change years will be higher than it would have been if the exchange offer were not consummated.

If you acquire 10% or more of our common shares, controlled foreign corporation rules may apply to you.

        Under U.S. federal income tax law, each "United States shareholder" of a foreign corporation that is a "controlled foreign corporation", or CFC, for an uninterrupted period of 30 days or more during a taxable year, and who owns shares in the CFC on the last day of the CFC's taxable year, must include in its gross income for U.S. federal income tax purposes its pro rata share of the CFC's "subpart F income", even if the subpart F income is not distributed. For these purposes, any U.S. person who owns, directly, or indirectly through a foreign entity or through applicable constructive ownership rules, 10% or more of the total combined voting power of all classes of stock of a foreign corporation will be considered to be a "United States shareholder". In general, we will be treated as a CFC only if such "United States shareholders" collectively own more than 50% of the total combined voting power or total value of our stock. U.S. persons who might, directly, or indirectly through a foreign entity or through applicable constructive ownership rules, acquire or be deemed to acquire 10% or more of our common shares should consider the possible application to them of the CFC rules.

Holders of the 2005 notes who do not participate in the exchange offer may be paid before holders of the 2005 notes who receive new notes in the exchange offer.

        Because the 2005 notes mature in April, 2005, the holders of 2005 notes who do not participate in the exchange offer may receive payment by Foster Wheeler Ltd. or a guarantor when the 2005 notes mature in advance of any payments made by Foster Wheeler Ltd. or any guarantors to holders of the new notes.

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Risks to Non-Tendering Holders of Securities

U.S. holders of trust securities who do not participate in the exchange offer will continue to recognize original issue discount income, possibly in substantially greater amounts than the amount of original issue discount income they recognized prior to the exchange offer, and may be deemed to exchange their trust securities in a taxable transaction.

        Foster Wheeler LLC is prohibited by the terms of its senior secured credit agreement from making payments in respect of the trust securities. Therefore, Foster Wheeler LLC will be required to continue to defer payments on the junior subordinated debentures at least until the expiration of the senior secured credit agreement in April 2005 and may at its option defer payments until January 2007. Any credit agreement that replaces Foster Wheeler LLC's current senior secured credit agreement may contain similar restrictions requiring Foster Wheeler LLC to defer payments with respect to the trust securities.

        Under current U.S. federal income tax law, U.S. holders of trust securities who do not participate in the exchange offer will continue to recognize original issue discount income on an economic accrual basis regardless of such holders' method of tax accounting, even though Foster Wheeler LLC will continue to exercise its right to defer payments.

        In addition, if the amendments to the trust securities indenture and related agreements constitute a significant modification of the trust securities for U.S. federal income tax purposes, such holders will be deemed to exchange their trust securities for new trust securities which, depending on the characterization of such deemed exchange, may result in taxable gain or loss to non-exchanging holders. The new trust securities may be treated as issued with a substantial amount of original issue discount (based on the difference between the fair market value of the trust securities and their face amount), which U.S. holders would be required to include in income over the term of the new trust securities in addition to any original issue discount referred to in the preceding paragraph (relating to the deferral of payments on the junior subordinated debentures and the trust securities).

U.S. holders of convertible notes who do not participate in the exchange offer may be deemed to exchange their convertible notes for new convertible notes in a taxable transaction and may be required to recognize original issue discount income.

        If the amendments to the indenture governing the convertible notes constitute a significant modification of the convertible notes for U.S. federal income tax purposes, U.S. holders who do not participate in the exchange offer will be deemed to exchange their convertible notes for new convertible notes in a likely taxable transaction. The new convertible notes may be treated as issued with a substantial amount of original issue discount (based on the difference between the fair market value of the notes and their face amount), which U.S. holders would be required to include in income over the term of the new convertible notes.

U.S. holders of 2005 notes who do not participate in the exchange offer may be deemed to exchange their 2005 notes for new 2005 notes in a taxable transaction and may be required to recognize original issue discount income.

        If the amendments to the indenture governing the 2005 notes constitute a significant modification of the 2005 notes for U.S. federal income tax purposes, U.S. holders who do not participate in the exchange offer will be deemed to exchange their 2005 notes for new 2005 notes in a likely taxable transaction. The new 2005 notes may be treated as issued with a substantial amount of original issue discount, based on the difference between the fair market value of the notes and their face amount, which U.S. holders would be required to include in income over the term of the new 2005 notes.

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Holders of trust securities, convertible notes and 2005 notes who do not participate in the exchange offer will be subject to the trust securities indenture, the convertible notes indenture and the 2005 notes indenture, as amended, which will significantly limit the rights of these holders.

        Trust Securities.    The proposed amendments would, among other things, eliminate from the indenture and the guarantee agreement relating to the trust securities, the covenants prohibiting Foster Wheeler LLC from making dividend payments in respect of its capital stock at any time when, as is currently the case, it has exercised its right, as permitted by the terms of the indenture, to defer its obligation to pay interest on the junior subordinated debentures. Under the amended indenture, Foster Wheeler LLC would be permitted to use its available funds to pay dividends to its parent, while Foster Wheeler LLC continued to defer its obligation to pay interest on the junior subordinated debentures.

        If adopted, the proposed amendments relating to the trust securities would eliminate from the indenture the requirement that Foster Wheeler LLC be the surviving entity of a merger, asset sale or other conveyance or that in the alternative the surviving entity be a U.S. corporation. Therefore, if a business combination involving Foster Wheeler LLC were to occur, the surviving entity could be a non-U.S. entity which could make it difficult for holders of trust securities to effect service of process on the non-U.S. entity or to enforce liabilities predicated upon U.S. securities laws. Such surviving entity may not actually make any payments in respect of the junior subordinated debentures, and, if it failed to do so, the trust would not have sufficient funds to make any dividend payments to holders of the trust securities. In addition, the proposed amendments relating to the trust securities would eliminate from the indenture the requirement that Foster Wheeler LLC deliver to the trustee copies of all reports and other information that Foster Wheeler Ltd. files with the SEC.

        Convertible Notes.    If adopted, the proposed amendments to the indenture governing the convertible notes would eliminate from the indenture the requirement that Foster Wheeler Ltd. or Foster Wheeler LLC, as the case may be, be the surviving entity of a merger, asset sale or other conveyance or that in the alternative the surviving entity be a U.S. or Bermuda entity. Therefore, if a business combination involving Foster Wheeler Ltd. or Foster Wheeler LLC were to occur, the surviving entity could be a non-U.S. or non-Bermuda entity which could make it difficult for holders of convertible notes to effect service of process on such entity or to enforce liabilities predicated upon U.S. or Bermuda securities laws.

        In addition, the proposed amendments would eliminate from the indenture governing the convertible notes the requirement that Foster Wheeler Ltd. deliver copies of all reports and other information that Foster Wheeler Ltd. files with the SEC.

        2005 Notes.    If adopted, the proposed amendments to the indenture governing the 2005 notes would eliminate from the indenture, among other things, restrictions on the ability of Foster Wheeler LLC to incur certain liens without securing the 2005 notes equally and ratably and to enter into sale and leaseback transactions. The proposed elimination of the limitation on liens covenant would also eliminate the holders of the 2005 notes rights under the indenture to the security currently in place with respect to the 2005 notes.

If you do not participate in this exchange offer, the market for your securities may be less liquid than before the exchange offer and the market value of your securities may be lower.

        The exchange of securities in the exchange offer will reduce the number of holders of the class of securities so exchanged and the number of securities that would otherwise be available for trading and, depending upon the number of securities so exchanged, could adversely affect the liquidity and market value of the remaining securities held by the public.

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Risk Factors Relating to Our Business

Foster Wheeler Ltd.'s financial statements are prepared on a going concern basis, but we may not be able to continue as a going concern.

        The consolidated financial statements of Foster Wheeler Ltd., incorporated by reference into this prospectus for the fiscal year ended December 27, 2002, are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We may not, however, be able to continue as a going concern. Realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, our ability to return to profitability, to continue to generate cash flows from operations, asset sales and collections of receivables to fund our obligations, including those resulting from asbestos related liabilities, as well as our maintaining credit facilities and bonding capacity adequate to conduct our business. We incurred significant losses in each of the years in the two-year period ended December 27, 2002 and in the quarter ended September 26, 2003, and had a shareholder deficit of approximately $872 million at September 26, 2003. We have substantial debt obligations and during 2002 were unable to comply with certain debt covenants under our previous revolving credit agreement. Accordingly, we received waivers of covenant violations and ultimately negotiated new credit facilities in August 2002. In November 2002, we amended the new agreement to provide covenant relief of up to $180 million of gross pre-tax charges recorded in the third quarter of 2002 and also to provide that up to an additional $63 million in pre-tax charges related to specific contingencies could be excluded from the covenant calculation through December 31, 2003, if incurred. In March 2003, we again amended the agreement to provide further covenant relief by modifying certain definitions of financial measures utilized in the calculation of the financial covenants and the minimum EBITDA and senior debt ratio. We may not be able to comply with the terms of our senior secured credit agreement, as amended, and other debt agreements during the remainder of 2003 or thereafter. These matters raise substantial doubt about our ability to continue as a going concern. Even if we successfully complete the exchange offer, we may not be able to continue as a going concern.

We might not be able to implement our financial restructuring plan and might not be able to restructure our indebtedness in a manner that would allow us to remain a going concern.

        Our planned restructuring contemplates the exchange offer, and possible sales of assets, including the sale of one or more of our European operations. We may not be able to complete the components of our restructuring plan on acceptable terms, or at all. If we do not complete our restructuring plan, there will be substantial doubt about our ability to continue as a going concern. Even if we complete our restructuring plan, we may be left with too much debt and too few assets to survive. If we are successful in our restructuring plan, we will have to continue to restructure our business operations, including our contracting and execution process, to achieve our forecast and continue as a going concern. Even if we successfully complete the exchange offer, we may not be able to continue as a going concern.

Our U.S. operations are cash-flow negative and our ability to repatriate funds from our non-U.S. subsidiaries is restricted by a number of factors. Accordingly, we are limited in our ability to use these funds for working capital purposes, to repay debt or to satisfy other obligations, which could limit our ability to continue as a going concern.

        Our U.S. operations are cash-flow negative and are expected to continue to generate negative cash flow due to a number of factors. These factors include costs related to the litigation and settlement of asbestos related claims, interest on our indebtedness, obligations to fund U.S. pension obligations and other expenses related to corporate overhead. As of September 26, 2003, Foster Wheeler Ltd. and Foster Wheeler LLC had aggregate indebtedness of $1,088 million, all of which must be funded from

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distributions from subsidiaries of Foster Wheeler LLC. As of September 26, 2003, we had cash, cash equivalents, short-term investments and restricted cash of approximately $470 million, of which approximately $349 million was held by our non-U.S. subsidiaries. We require cash distributions from our non-U.S. subsidiaries to meet an anticipated $95 million of our U.S. operations' minimum working capital needs in 2003 and approximately $68 million of our U.S. operations' minimum working capital needs in 2004. There are significant legal and contractual restrictions on our ability to repatriate funds from our non-U.S. subsidiaries. These subsidiaries need to keep certain amounts available for working capital purposes, to pay known liabilities and for other general corporate purposes. In addition, certain of our non-U.S. subsidiaries are parties to loan and other agreements with covenants, and are subject to statutory minimum capitalization provisions in their jurisdictions of organization that restrict the amount of funds that the subsidiary may distribute. Distributions in excess of these specified amounts would cause us to violate the terms of the agreements or applicable law which could result in civil or criminal penalties. The repatriation of funds may also subject those funds to taxation. As a result of these factors, we may not be able to utilize funds held by our non-U.S. subsidiaries or future earnings of those subsidiaries to fund our working capital requirements, to repay debt or to satisfy other obligations of our U.S. operations, which could limit our ability to continue as a going concern. We may not be able to continue as a going concern even if we successfully complete the exchange offer.

Our international operations involve risks that may limit or disrupt operations, limit repatriation of earnings, increase foreign taxation or otherwise have a material adverse effect on our business and results of operations.

        We have substantial international operations that are conducted through foreign and domestic subsidiaries, as well as through agreements with foreign joint venture partners. Our international operations accounted for approximately 62% of our fiscal year 2002 operating revenues and substantially all of our operating cash flow. We have international operations throughout the world, including operations in Europe, the Middle East, Asia and South America. Our foreign operations are subject to risks that could materially adversely affect our business and results of operations, including:

•

uncertain political, legal and economic environments;



•

potential incompatibility with foreign joint venture partners;



•

foreign currency controls and fluctuations;



•

energy prices;



•

terrorist attacks against facilities owned or operated by U.S. companies;



•

war and civil disturbances; and



•

labor problems.

        Because of these risks, our international operations may be limited, or disrupted, we may be restricted in moving funds, we may lose contract rights, our foreign taxation may be increased or we may be limited in repatriating earnings. In addition, in some cases, applicable law and joint venture or other agreements may provide that each joint venture partner is jointly and severally liable for all liabilities of the venture. These events and liabilities could have a material adverse effect on our business and results of operations.

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Our high levels of debt and significant interest payment obligations could limit the funds we have available for working capital, capital expenditures, dividend payments, acquisitions and other business purposes which could adversely impact our business.

        We have debt in the form of secured bank loans, other debt securities that have been sold to investors and the Robbins bonds. As of September 26, 2003, Foster Wheeler Ltd.'s total consolidated debt amounted to approximately $1,088 million, $198 million of which was comprised of limited recourse project debt of special purpose subsidiaries and $            million on a pro forma basis after giving effect to this exchange offer. This debt includes $128.6 million of debt under the senior secured credit agreement, $200 million of debt under the 2005 notes, $210 million of convertible notes, $175 million of trust securities and $109 million of Robbins bonds. In addition, our senior secured credit agreement requires us either to repay $100 million of indebtedness thereunder by March 31, 2004 or in the alternative pay a fee of up to approximately $14 million and increase our annual interest rate on our borrowings thereunder by an additional .50% per quarter until we have repaid $100 million of indebtedness thereunder. As of September 26, 2003, on a pro forma basis giving effect to the exchange offer, our total consolidated debt was $            million. We may not have sufficient funds available to pay any of this long-term debt upon maturity.

        Over the last five years, we have been required to allocate a significant portion of our earnings to pay interest on our debt. After paying interest on our debt, we have fewer funds available for working capital, capital expenditures, acquisitions and other business purposes. This could limit our ability to respond to changing market conditions, limit our ability to expand through acquisitions, increase our vulnerability to adverse economic and industry conditions and place us at a competitive disadvantage compared to our competitors that have less indebtedness. In addition, certain of our borrowings are at variable rates of interest that expose us to the risk of a rise in interest rates. Based on the rates in effect in 2003, our debt service payment obligations under our currently outstanding debt for 2003 total $110 million and for 2004 total approximately $95 million. If the interest rate on our variable rate debt were to increase by one percentage point, our annual debt service payment obligations would increase by $1.5 million.

Our various debt agreements impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some corporate actions which could materially adversely affect our business.

        Our various debt agreements impose significant operating and financial restrictions on us. These restrictions limit our ability to incur indebtedness, pay dividends or make other distributions, make investments and sell assets. Failure to comply with these covenants may allow lenders to elect to accelerate the repayment dates. It is unlikely that we would be able to repay amounts borrowed or cash collateralize standby letters of credit issued under our senior secured credit agreement if the banks were to elect their right to accelerate the payment dates. Our failure to repay such amounts under our senior secured credit agreement would have a material adverse effect on our financial condition and operations and result in defaults under the terms of our other indebtedness. We would not be able to repay such indebtedness, if accelerated and as a consequence may be unable to continue operating as a going concern.

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We face severe restrictions on our ability to obtain new letters of credit, bank guarantees and performance bonds from our banks and surety on the same terms as we have historically. If we are unable to obtain letters of credit, bank guarantees or performance bonds on reasonable terms, our business will be materially adversely affected.

        It is customary in the industries in which we operate to provide letters of credit, bank guarantees or performance bonds in favor of clients to secure obligations under contracts. We have traditionally obtained letters of credit or bank guarantees from our banks, or performance bonds from a surety on an unsecured basis. Due to our financial condition and current credit ratings, as well as changes in the bank and surety markets, we are now required in certain circumstances to provide collateral to banks and the surety to obtain new letters of credit, bank guarantees and performance bonds. If we are unable to provide sufficient collateral to secure the letters of credit, bank guarantees and performance bonds, our ability to enter into new contracts could be materially limited.

        Providing security to obtain letters of credit, bank guarantees and performance bonds increases our working capital needs and limits our ability to provide bonds, guarantees, and letters of credit, and to repatriate funds or pay dividends. We may not be able to continue obtaining new letters of credit, bank guarantees, and performance bonds on either a secured or an unsecured basis in sufficient quantities to match our business requirements. If our financial condition further deteriorates, we may also be required to provide cash collateral or other security to maintain existing letters of credit, bank guarantees and performance bonds. If this occurs, our ability to perform under our existing contracts may be adversely affected.

Our current and future lump-sum, or fixed price, contracts and other shared risk contracts may result in significant losses if costs are greater than we anticipate.

        Many of our contracts are lump-sum contracts and other shared risk contracts that are inherently risky because we agree to the selling price of the project at the time we enter the contracts based on our estimates of the ultimate cost of the contract and we assume substantially all of the risks associated with completing the project as well as the post-completion warranty obligations. In 2002 and 2001, we took charges of approximately $216 million and $160 million, respectively, and $32 million during the nine months ended September 26, 2003 relating to underestimated costs and post-completion warranty obligations on lump-sum contracts. We also assume the project's technical risk, meaning that we must tailor our products and systems to satisfy the technical requirements of a project even though, at the time the project is awarded, we may not have previously produced such a product or system. The revenue, cost and gross profit realized on such contracts can vary, sometimes substantially, from the original projections due to changes in a variety of factors, including but not limited to:

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unanticipated technical problems with the equipment being supplied or developed by us, which may require that we spend our own money to remedy the problem;



•

changes in the costs of components, materials or labor;



•

difficulties in obtaining required governmental permits or approvals;



•

changes in local laws and regulations;



•

changes in local labor conditions;



•

project modifications creating unanticipated costs;



•

delays caused by local weather conditions; and



•

our suppliers' or subcontractors' failure to perform.

        These risks are exacerbated if the duration of the project is long-term because there is an increased risk that the circumstances upon which we based our original bid will change in a manner

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that increases its costs. In addition, we sometimes bear the risk of delays caused by unexpected conditions or events. Our long-term, fixed price projects often make us subject to penalties if portions of the project are not completed in accordance with agreed-upon time limits. Therefore, significant losses can result from performing large, long-term projects on a lump-sum basis. These losses may be material and could negatively impact our business, financial condition and results of operations.

We may be unable to successfully implement our performance improvement plan which could negatively impact our results of operations.

        In order to mitigate future charges due to underestimated costs on lump-sum contracts and to otherwise reduce operating costs, in March 2002 we undertook and are continuing to implement a series of management actions and performance interventions. This plan may not be successful, we may record significant charges in the future and our operating costs may increase in the future.

We plan to expand the operations of our engineering and construction group which could negatively impact the group's performance and bonding capacity.

        We plan to expand the operations of our engineering and construction group to increase the size and number of lump-sum turnkey contracts, sometimes in countries where we have limited previous experience. We may bid for and enter into such contracts through partnerships or joint ventures with third parties that have greater bonding capacity than we do. This would increase our ability to bid for the contracts. Entering into these partnerships or joint ventures will expose us to credit and performance risks of those third party partners which could have a negative impact on our business and results of operations if these parties fail to perform under the arrangements.

We have high working capital requirements and will be required to refinance indebtedness within the next two years and may have difficulty obtaining financing which would have a negative impact on our financial condition.

        Our business requires a significant amount of working capital and our U.S. operations are, and are expected to continue to be, cash-flow negative in the near future. In many cases, significant amounts of our working capital are required to finance the purchase of materials and performance of engineering, construction and other work on projects before payment is received from customers. For example, we are contractually obligated to fund approximately $114 million in connection with the construction of a spent fuel storage facility for a government agency and to provide a surety bond for the same amount. If we are unable to obtain financing for this amount, we could default under this contract. Moreover, we may need to incur additional indebtedness in the future to satisfy our working capital needs. In addition, our senior secured credit agreement and the 2005 notes that are not exchanged and remain outstanding after this exchange offer mature in April 2005 and November 2005, respectively, and will need to be repaid or refinanced. In addition, the new notes mature in            and will need to be repaid or refinanced at or prior to such date. As a result, we are subject to risks associated with debt financing, including increased interest expense, insufficient cash flow to meet required payments on our debt, inability to meet credit facility covenants and inability to refinance or repay debt as it becomes due.

        Our working capital requirements may increase if we are required to give our customers more favorable payment terms under contracts to compete successfully for certain projects. These terms may include reduced advance payments, and payment schedules that are less favorable to us. In addition, our working capital requirements have increased in recent years because we have had to advance funds to complete projects under lump-sum contracts and have been involved in lengthy arbitration or litigation proceedings to recover these amounts. All of these factors may result, or have resulted, in increases in the amount of contracts in process and receivables and short-term borrowings. Continued

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increases in working capital requirements would materially harm our financial condition and results of operations.

Projects included in our backlog may be delayed or cancelled which could materially harm our cash flow position, revenues and earnings.

        The dollar amount of backlog does not necessarily indicate future earnings related to the performance of that work. Backlog refers to expected future revenues under signed contracts, contracts awarded but not finalized and letters of intent which we have determined are likely to be performed. Backlog projects represent only business that is considered firm, although cancellations or scope adjustments may occur. Due to changes in project scope and schedule, we cannot predict with certainty when or if backlog will be performed. In addition, even where a project proceeds as scheduled, it is possible that contracted parties may default and fail to pay amounts owed. Any delay, cancellation or payment default could materially harm our cash flow position, revenues and/or earnings.

        Backlog in the third quarter of 2003 declined 48.7% as compared to the third quarter of 2002. This decline is primarily attributable to the sale of assets of Foster Wheeler Environmental Corporation and our completion of several large projects in our North American unit that were booked into backlog in 2001 and executed in 2002, our backlog in our European operations also declined during that period. Backlog may continue to decline.

The cost of our current and future asbestos claims could be substantially higher than we have estimated which could materially adversely affect our financial condition.

        Some of our subsidiaries are named as defendants in numerous lawsuits and out-of-court administrative claims pending in the United States in which the plaintiffs claim damages for bodily injury or death arising from exposure to asbestos in connection with work performed and heat exchange devices assembled, installed and/or sold by those subsidiaries. We expect these subsidiaries to be named as defendants in similar suits and claims brought in the future. For purposes of our financial statements, we have estimated the indemnity payments and defense costs to be incurred in resolving pending and forecasted claims through 2018. Although we believe our estimates are reasonable, the actual number of future claims brought against us and the cost of resolving these claims could be substantially higher than our estimates. Some of the factors that may result in the costs of these claims being higher than our current estimates include:

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the rate at which new claims are filed;



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the number of new claimants;



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changes in the mix of diseases alleged to be suffered by the claimants, such as type of cancer, asbestosis or other illness;



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increases in legal fees or other defense costs associated with these claims;



•

increases in indemnity payments as a result of more expensive medical treatments for asbestos related diseases;



•

bankruptcies of other asbestos defendants, causing a reduction in the number of available solvent defendants and thereby increasing the number of claims and the size of demands against our subsidiaries;



•

adverse jury verdicts requiring us to pay damages in amounts greater than we expect to pay in settlement;



•

changes in legislative or judicial standards which make successful defense of claims against our subsidiaries more difficult; or

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•

enactment of legislation requiring us to contribute amounts to a national settlement trust in excess of our expected net liability, after insurance, in the tort system.

        The total liability recorded on our balance sheet is based on estimated indemnity payments and defense costs expected to be incurred through 2018. We believe that it is likely that there will be new claims filed after 2018, but in light of uncertainties inherent in long-term forecasts, we do not believe that we can reasonably estimate the indemnity payments and defense costs which might be incurred after 2018. Our forecast contemplates that new claims requiring indemnity will decline from year to year. Failure of future claims to decline as we expect will result in our aggregate liability for asbestos claims being higher than estimated.

        Our forecast is based on a curvilinear regression model, which employs the statistical analysis of our historical claims data to generate a trend line for future claims. Although, we believe this forecast method is reasonable, other forecast methods that attempt to estimate the population of living persons who could claim they were exposed to asbestos at worksites where our subsidiaries performed work or sold equipment, could also be used and might project higher numbers of future claims than our forecast.

        All of these factors could cause our actual claims, indemnity payments and defense costs to exceed our estimates. We periodically update our forecasts to take into consideration recent claims experience and other developments, such as legislation, that may affect our estimates of future asbestos related costs. The announcement of increases to our asbestos reserves as a result of revised forecasts, adverse jury verdicts or other negative developments involving our asbestos litigation may cause the value or trading prices of our securities to decrease significantly. These negative developments could cause us to default under covenants in our indebtedness relating to judgments against us and material adverse changes, cause our credit ratings to be downgraded, restrict our access to the capital markets and otherwise have a material adverse effect on our financial condition, results of operations, cash flows and liquidity.

The amount and timing of insurance recoveries of our asbestos related costs is uncertain. Failure to obtain insurance recoveries would cause a material adverse affect on our financial condition.

        We believe that substantially all of our liability and defense costs for asbestos claims will be covered by insurance. Our balance sheet as of September 26, 2003, includes as an asset an aggregate of approximately $497 million in probable insurance recoveries relating to (1) liability for pending and expected future asbestos claims through 2018 and (2) recovery of amounts funded by us for which we are waiting for reimbursement. Under an interim funding agreement in place with a number of our insurers from 1993 through June 12, 2001, these insurers paid a substantial portion of our costs incurred in connection with resolving asbestos claims. Effective June 13, 2001, the interim funding agreement was terminated by certain of the insurers. On February 13, 2001, litigation was commenced against us by these insurers seeking to recover from other insurers and us amounts previously paid by them under the interim funding agreement and to adjudicate their rights and responsibilities under our insurance policies.

        As a result of the termination of the interim funding agreement, we have had to cover a substantial portion of our settlement payments and defense costs out of working capital. However, we recently entered into several settlement agreements calling for insurers to make lump sum payments, as well as payments over time, for use by us to fund asbestos related indemnity and defense costs. Some of those settlements also reimbursed us for portions of our out of pocket costs. We are in the process of negotiating additional settlements in order to minimize the amount of future costs we will be required to fund out of working capital. If we cannot achieve settlements in amounts necessary to cover our future costs we will continue to fund a portion of future costs out of pocket, which will reduce our cash flow and our working capital and will adversely affect our liquidity.

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        Although we continue to believe that our insurers eventually will reimburse us for substantially all of our prior asbestos related costs, and to pay substantially all such future costs, our ability ultimately to recover a substantial portion of future asbestos related costs from insurance is dependent on successful resolution of outstanding coverage issues related to our insurance policies. These issues include:

•

disputes regarding allocations of liabilities among us and the insurers;



•

the effect of deductibles and policy limits on available insurance coverage; and



•

the characterization of asbestos claims brought against us as product related or non-product related.

An adverse outcome in the insurance litigation on these coverage issues could materially limit our insurance recoveries.

        In addition, even if these coverage issues are resolved in a manner favorable to us, we may not be able to collect all of the amounts due under our insurance policies. Our recoveries will be limited by insolvencies among our insurers. We are aware of at least two of our significant insurers which are currently insolvent, and other insurers may become insolvent in the future. Our insurers may also fail to reimburse amounts owed to us on a timely basis. If we do not receive timely payment from our insurers, we may be unable to make required payments under settlement agreements with asbestos plaintiffs or to fund amounts required to be posted with the court in order to appeal trial judgments. If we are unable to file such appeals, we may be ordered to pay large damage awards arising from adverse jury verdicts, and such awards may exceed our available cash. Any failure to realize our expected insurance recoveries, and any delays in receiving from our insurers amounts owed to us, will reduce our cash flow and adversely affect our liquidity and could have a material adverse effect on our financial condition.

Claims made by us against project owners for payment have increased over the last few years and failure by us to recover adequately on future claims could have a material adverse effect upon our financial condition, results of operations and cash flows.

        Project claims increased as a result of the increase in lump-sum contracts between the years 1992 and 2000. Project claims are claims brought by us against project owners for additional costs exceeding the contract price or amounts not included in the original contract price. These claims typically arise from changes in the initial scope of work or from owner caused delays. These claims are often subject to lengthy arbitration or litigation proceedings. The costs associated with these changes or owner caused delays include additional direct costs, such as labor and material costs associated with the performance of the additional work, as well as indirect costs that may arise due to delays in the completion of the project, such as increased labor costs resulting from changes in labor markets. We have used significant additional working capital in projects with cost overruns pending the resolution of the relevant project claims. Project claims may continue in the future.

        We recently reduced our estimates of claim recoveries to reflect recent adverse experience due to our desire to monetize claims, and poor economic conditions. As of September 26, 2003, we had $16 million of outstanding claims. In 2002 and 2001, we recorded approximately $136 million and $37 million, respectively, in pre-tax contract related charges as a result of claims reassessment. We continue to pursue these claims, but we may not recover the full amount of the claims, or anything at all.

        We also face a number of counterclaims brought against us by certain project owners in connection with several of the project claims described above. If we are found liable for any of these counterclaims, we would have to incur write downs and charges against our earnings to the extent a

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reserve is not established. Failure to recover amounts under these claims and charges related to counterclaims could have a material adverse impact on our liquidity and financial condition.

Because our operations are concentrated in four particular industries, we may be adversely impacted by economic or other developments in these industries.

        We derive a significant amount of our revenues from services provided to corporations that are concentrated in four industries: power, oil and gas, pharmaceuticals and chemical/petrochemical. Unfavorable economic or other developments in one or more of these industries could adversely affect our customers and could have a material adverse effect on our financial condition and results of operations.

Our failure to successfully manage our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and comply with industry standards and procedures.

        We operate in more than 30 countries around the world, with approximately 6,300, or 70%, of our employees located outside of the United States. In order to manage our day-to-day operations, we must overcome cultural and language barriers and assimilate different business practices. In addition, we are required to create compensation programs, employment policies and other administrative programs that comply with the laws of multiple countries. Our failure to successfully manage our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and comply with industry standards and procedures.

We may lose business to our competitors who have greater financial resources.

        We are engaged in highly competitive businesses in which customer contracts are often awarded through bidding processes based on price and the acceptance of certain risks. We compete with other general and specialty contractors, both foreign and domestic U.S., including large international contractors and small local contractors. Some competitors have greater financial and other resources than we have and may have significantly more favorable leverage ratios. Because financial strength is a factor in deciding whether to grant a contract in our business, our competitors' more favorable leverage ratios give them a competitive advantage and could prevent us from obtaining contracts for which we bid.

A failure by us to attract and retain qualified personnel, joint venture partners, advisors and subcontractors could have an adverse effect on us.

        Our ability to attract and retain qualified engineers and other professional personnel, as well as joint venture partners, advisors and subcontractors, will be an important factor in determining our future success. The market for these professionals, joint venture partners, advisors and subcontractors is competitive, and we may not be successful in our efforts to attract and retain these professionals, joint venture partners, advisors and subcontractors. In addition, our success depends in part on our ability to attract and retain skilled laborers. Our failure to attract or retain these workers could have a material adverse effect on our business and results of operations.

We are subject to various environmental laws and regulations in the countries in which we operate. If we fail to comply with these laws and regulations, we may have to incur significant costs and penalties that could adversely affect our liquidity or financial condition.

        Our operations are subject to U.S., European and other laws and regulations governing the generation, management, and use of regulated materials, the discharge of materials into the environment, the remediation of environmental contamination, or otherwise relating to environmental protection. These laws include U.S. Federal statutes, such as the Resource Conservation and Recovery

28

Act, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or CERCLA, the Clean Water Act, the Clean Air Act and similar state and local laws, and European laws and regulations including those promulgated under the Integrated Pollution Prevention and Control Directive issued by the European Union in 1996 and the 1991 directive dealing with waste and hazardous waste and laws and regulations similar to those in other countries in which we operate. Both our E&C Group and Energy Group make use of and produce as wastes or byproducts substances that are considered to be hazardous under the laws and regulations referred to above. We may be subject to liabilities for environmental contamination as an owner or operator of a facility or as a generator of hazardous substances without regard to negligence or fault, and we are subject to additional liabilities if we do not comply with applicable laws regulating such hazardous substances, and, in either case, such liabilities can be substantial.

        We may be subject to significant costs, fines and penalties and/or compliance orders if we do not comply with environmental laws and regulations including those referred to above. Some environmental laws, including CERCLA, provide for joint and several strict liability for remediation of releases of hazardous substances, which could result in a liability for environmental damage without regard to negligence or fault. These laws and regulations and common laws principles could expose us to liability arising out of the conduct of our current and past operations or conditions, including those associated with formerly owned or operated properties caused by us or others, or for acts by us or others which were in compliance with all applicable laws at the time the acts were performed. In some cases, we have assumed contractual indemnification obligations for environmental liabilities associated with some formerly owned properties. Additionally, we may be subject to claims alleging personal injury, property damage or natural resource damages as a result of alleged exposure to or contamination by hazardous substances. The ongoing costs of complying with existing environmental laws and regulations can be substantial. Changes in the environmental laws and regulations, remediation obligations, enforcement actions or claims for damages to persons, property, natural resources or the environment, could result in material costs and liabilities.

Foster Wheeler Ltd. has anti-takeover provisions in its bye-laws that may discourage a change of control.

        Foster Wheeler Ltd.'s bye-laws contain provisions that could make it more difficult for a third party to acquire it without the consent of its board of directors. These provisions provide for:

•

The board of directors to be divided into three classes serving staggered three-year terms. Directors can be removed from office only for cause, by the affirmative vote of the holders of two-thirds of the issued shares generally entitled to vote. The board of directors does not have the power to remove directors. Vacancies on the board of directors may only be filled by the remaining directors. Each of these provisions can delay a shareholder from obtaining majority representation on the board of directors.



•

Any amendment to the bye-law limiting the removal of directors to be approved by the board of directors and the affirmative vote of the holders of three-quarters of the issued shares entitled to vote at general meetings.



•

The board of directors to consist of not less than three nor more than twenty persons, the exact number to be set from time to time by a majority of the whole board of directors. Accordingly, the board of directors, and not the shareholders, has the authority to determine the number of directors and could delay any shareholder from obtaining majority representation on the board of directors by enlarging the board of directors and filling the new vacancies with its own nominees until a general meeting at which directors are to be appointed.



•

Restrictions on the time period in which directors may be nominated. A shareholder notice to nominate an individual for election as a director must be received not less than 120 calendar

29

days in advance of Foster Wheeler Ltd.'s proxy statement released to shareholders in connection with the previous year's annual meeting.

•

Restrictions on the time period in which shareholder proposals may be submitted. To be timely for inclusion in Foster Wheeler Ltd.'s proxy statement, a shareholder's notice for a shareholder proposal must be received not less than 120 days prior to the first anniversary of the date on which Foster Wheeler Ltd. first mailed its proxy materials for the preceding year's annual general meeting. To be timely for consideration at the annual meeting of shareholders, a shareholder's notice must be received no less than 45 days prior to the first anniversary of the date on which Foster Wheeler Ltd. first mailed its proxy materials for the preceding year's annual meeting.



•

The board of directors to determine the powers, preferences and rights of preference shares and to issue the preference shares without shareholder approval. The board of directors could authorize the issuance of preference shares with terms and conditions that could discourage a takeover or other transaction that holders of some or a majority of the common shares might believe to be in their best interests or in which holders might receive a premium for their shares over the then market price of the shares.



•

A general prohibition on "business combinations" between Foster Wheeler Ltd. and an "interested member." Specifically, "business combinations" between an interested member and Foster Wheeler Ltd. are prohibited for a period of five years after the time the interested member acquires 20% or more of the outstanding voting shares, unless the business combination or the transaction resulting in the person becoming an interested member is approved by the board of directors prior to the date the interested member acquires 20% or more of the outstanding voting shares.

"Business combinations" is defined broadly to include amalgamations or consolidations with Foster Wheeler Ltd. or its subsidiaries, sales or other dispositions of assets having an aggregate value of 10% or more of the aggregate market value of the consolidated assets, aggregate market value of all outstanding shares, consolidated earning power or consolidated net income of Foster Wheeler Ltd., adoption of a plan or proposal for liquidation and most transactions that would increase the interested member's proportionate share ownership in Foster Wheeler Ltd.

"Interested member" is defined as a person who, together with any affiliates and/or associates of that person, beneficially owns, directly or indirectly, 20% or more of the issued voting shares of Foster Wheeler Ltd.

•

Any matter submitted to the shareholders at a meeting called on the requisition of shareholders holding not less than one-tenth of the paid-up voting shares of Foster Wheeler Ltd. to be approved by the affirmative vote of all of the shares eligible to vote at such meeting.

These provisions could make it more difficult for a third party to acquire Foster Wheeler Ltd., even if the third party's offer may be considered beneficial by many shareholders. As a result, shareholders may be limited in their ability to obtain a premium for their shares.

30

FORWARD LOOKING STATEMENTS

        This prospectus and the documents incorporated by reference herein contain forward looking statements that are based on management's assumptions, expectations and projections about us and the various industries within which we operate. These include statements regarding our expectations regarding revenues (including as expressed by our backlog), liquidity, the outcome of litigation and legal proceedings and recoveries from customers for claims and the costs of current and future asbestos claims and the amount and timing of related insurance recoveries. Such forward looking statements by their nature involve a degree of risk and uncertainty. We caution you that a variety of factors, including but not limited to the factors described above under the heading "Risk Factors" and the following, could cause our business conditions and results to differ materially from what is contained in forward looking statements:

•

changes in the rate of economic growth in the United States and other major international economies;



•

changes in investment by the power, oil & gas, pharmaceutical, chemical/petrochemical and environmental industries;



•

changes in the financial condition of our customers;



•

changes in regulatory environment;



•

changes in project design or schedules;



•

contract cancellations;



•

changes in estimates made by us of costs to complete projects;



•

changes in trade, monetary and fiscal policies worldwide;



•

currency fluctuations;



•

war and/or terrorist attacks on facilities either owned or where equipment or services are or may be provided;



•

outcomes of pending and future litigation, including litigation regarding our liability for damages and insurance coverage for asbestos exposure;



•

protection and validity of patents and other intellectual property rights;



•

increasing competition by foreign and domestic companies;



•

compliance with debt covenants;



•

monetization of certain power systems facilities;



•

implementation of our restructuring plan;



•

recoverability of claims against customers and others; and



•

changes in estimates used in its critical accounting policies.

        Other factors and assumptions not identified above were also involved in the formation of these forward looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described above in connection with any forward looking statements that may be made by us.

        We undertake no obligation to publicly update any forward looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional disclosures Foster Wheeler Ltd. makes in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K filed with the SEC.

31

CAPITALIZATION

        The following table shows the consolidated cash, restricted cash and capitalization of Foster Wheeler Ltd. and its subsidiaries as of September 26, 2003:

•

on an actual historical basis, and



•

as adjusted to give effect to the completion of the exchange offer, assuming:



•

holders of at least        % of the aggregate liquidation amount of trust securities validly tender, and not validly withdraw, those trust securities;



•

holders of at least    % of the aggregate principal amount of convertible notes validly tender, and not validly withdraw, those convertible notes;



•

holders of at least      % of the aggregate principal amount of Robbins bonds validly tender, and not validly withdraw, those Robbins bonds; and



•

The holders of at least    % of the aggregate principal amount of 2005 notes validly tender, and not validly withdraw, those 2005 notes.

        You should read this information together with the consolidated and condensed consolidated financial statements, including the notes contained in the financial statements, of us and our subsidiaries, which are incorporated by reference in this prospectus. You should read "Unaudited Pro Forma Condensed Consolidated Financial Information" for more information including the sensitivity analysis with regards to the exchange offer found in the notes to the pro forma balance sheet and income statements therein.

32

		As of September 26, 2003
		Actual		Adjustments	As Adjusted for the Exchange Offer
		(in thousands of dollars)
Unrestricted cash and cash equivalents		407,703
Restricted cash and cash equivalents		49,271		—	49,271
Short-term debt:
	Current installments on long-term debt	28,087
	Bank loans	121		—	121
	Total short-term debt	28,208
Long-term debt:
	Senior secured credit facility	128,556		—	128,556
	Other debt	5,556		—	5,556
	6.75% senior notes due 2005	200,000
	6.75 senior notes due	—
	Special-purpose project debt less current installments	172,330		—	172,330
	Capital lease obligations	61,089		—	61,089
	Subordinated Robbins exit funding obligations less current	107,285			—
	6.50% convertible subordinated notes due 2007	210,000
	Mandatory redeemable preferred securities of subsidiary holding solely junior subordinated deferrable interest debentures	175,000
Total long-term debt		1,059,816
	Total debt	1,088,024
Minority interest in equity of consolidated affiliates		24,104		—	24,104
Shareholders' deficit:
	Common shares: 160,000,000 shares authorized, $1.00 par value; 40,771,560 shares issued	40,772
	Preferred shares: 1,500,000 shares authorized; $1.00 par value; none issued	—
	Paid-in capital	201,841
	Retained earnings (deficit)	(730,046	)
	Accumulated other comprehensive income	(384,080	)	—	(384,080	)
	Total shareholders' deficit	(871,513	)
Total capitalization		240,615

(1)

Summary table of exchange of the convertible notes, trust securities, and Robbins bonds for common shares of Foster Wheeler Ltd.

		Convertible	Trust	Robbins	Other(*)	Total
		(in thousands of dollars)
Common shares issued
Paid in capital		$	$	$	$	$
Retained Deficit:
	Debt conversion expense	$	$	$	$	$
	Gain on exchange	$	$	$	$	$
	Write-off issuance cost	$	$	$	$	$
	Write-off accrued interest and deferred dividends	$	$	$	$	$
Total change

(*)

Assumes transaction costs for professional fees of $        .

33

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        The unaudited pro forma income statement for the nine months ended September 26, 2003 and the unaudited pro forma income statement for the year ended December 27, 2002 give effect to the events discussed below as if each had occurred on December 29, 2001, the first day of our 2002 fiscal year. The unaudited pro forma balance sheet gives effect to the exchange offer as if it had occurred on September 26, 2003 assuming that:

•

holders of at least        % of the aggregate liquidation amount of trust securities validly tender, and not validly withdraw, those trust securities; and



•

holders of at least    % of the aggregate principal amount of convertible notes validly tender, and not validly withdraw, those convertible notes; and



•

holders of at least      % of the aggregate principal amount of Robbins bonds validly tender, and not validly withdraw, those Robbins bonds; and



•

the holders of at least    % of the aggregate principal amount of 2005 notes validly tender, and not validly withdraw, those 2005 notes.

        The unaudited pro forma condensed consolidated financial statements are based on assumptions that we believe are reasonable under the circumstances and are intended for informational purposes only. They are not necessarily indicative of our future financial position or results of operations or of the financial positions or results of operations that would have actually occurred had the events described above taken place as of the dates or for the periods presented.

        You should read this information together with the consolidated and condensed consolidated financial statements, including the notes contained in the financial statements, of us and our subsidiaries, which are incorporated by reference in this prospectus.

34

Pro Forma Balance Sheet (Unaudited)(1)
(In thousands)

	September 26, 2003			Pro Forma Adjustment for 2005 Notes (2)(6)		Pro Forma Adjustment for Robbins Bonds(3)		Pro Forma Adjustment for Convertible Notes(4)		Pro Forma Adjustment for Trust Securities(5)		Pro Forma September 26, 2003
Cash, cash equivalents and short-term investments	$	420,879		$		$	—	$	—	$	—	$
Account and notes receivable, net		508,678			—		—		—		—		508,678
Contracts in process and inventories		197,096			—		—		—		—		197,096
Prepaid expenses, prepaid, deferred and refundable income taxes		65,147			—		—		—		—		65,147
Total current assets		1,191,800					—		—		—
Land, buildings and equipment		703,503			—		—		—		—		703,503
Less accumulated depreciation		362,107			—		—		—		—		362,107
Net book value		341,396			—		—		—		—		341,396
Restricted Cash		49,271			—		—		—		—		49,271
Asbestos-related insurance recovery receivable		497,030			—		—		—		—		497,030
Other assets		517,420					—
Total assets	$	2,596,917		$		$	—	$		$		$
Current installments on long-term debt and bank loans	$	28,208		$	—	$		$	—	$	—	$
Accounts payable and accrued expenses		576,770			—
Estimated cost to complete long-term contracts		608,589			—		—		—		—		608,589
Other current liabilities		124,032			—		—		—		—		124,032
Total current liabilities		1,337,599			—
Corporate and other debt less current installments		306,442			—		—		—		—		306,442
6.75% senior notes due 2005		200,000					—		—		—
6.75% senior notes due		—					—		—		—
Pension, post retirement and other employees benefits		478,940			—		—		—		—		478,940
Asbestos-related liability		460,678			—		—		—		—		460,678
Other liabilities (excluding minority interest)		168,382			—		—		—		—		168,382
Subordinated Robbins exit funding obligations		107,285			—				—		—
Convertible subordinated notes		210,000			—		—				—
Mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable interest debentures		175,000			—		—		—
Total liabilities		3,444,326			—
Minority interest in equity of consolidated affiliates		24,104			—		—		—		—		24,104
Shareholders' Deficit:
Common shares		40,772			—
Paid-in capital(6)		201,841
Retained earnings (deficit)		(730,046	)
Accumulated other comprehensive loss		(384,080	)		—		—		—		—		(384,080	)
Total shareholders' deficit(7),(8),(9),(10),(11)(12)		(871,513	)
Total liabilities and shareholders' deficit	$	2,596,917		$		$		$		$		$

Notes to pro forma condensed balance sheet (unaudited):

(1)

The pro forma balance sheet has been prepared to reflect the exchanges of the convertible notes, the trust securities and Robbins bonds, for      common shares of Foster Wheeler Ltd., and the exchange of    % of the 2005 notes for $            of new notes as of September 26, 2003.

35

(2)

Assumes write-off of    % of the original deferred issuance cost of the 2005 notes for $      .

(3)

Assumes exchange of      % of the Robbins bonds for      common shares, the recognition of a gain of $      and write-off of accrued interest of $         .

(4)

Assumes exchange of    % of the convertible notes, issuance of      common shares, recognition of debt conversion expense of $      , write-off of original deferred issuance cost of $         and accrued interest expense of $         .

(5)

Assumes exchange of        % of the trust securities and issuance of      common shares, recognition of a gain of $      , write-off of original deferred issuance cost of $         and accrued interest of $           .

(6)

Assumes transaction costs for professional fees of $         .

(7)

If      % of each of the trust securities and the convertible notes are exchanged, the shareholders' deficit would be ($                        ).

(8)

If the percentage of Robbins bonds exchanged is 10 percentage points lower, the shareholders' deficit would be ($                        ).

(9)

If the percentage of convertible notes exchanged is 10 percentage powers lower, the shareholders' deficit would be ($                        ).

(10)

If the percentage of convertible notes exchanged is 10 percentage points higher, the shareholders' deficit would be ($                        ).

(11)

If the percentage of trust securities exchanged is 10 percentage points higher, the shareholders' deficit would be ($                        ).

(12)

If the percentage of trust securities exchanged is 10 percentage points lower, the shareholders' deficit would be ($           ).

36

Pro Forma Income Statement (Unaudited)(1)
(In thousands, except per share amounts)

	For the Nine Months Ended September 26, 2003			Pro Forma Adjustments for 2005 Notes(2)		Pro Forma Adjustments for Robbins Bonds(3)		Pro Forma Adjustments for Convertible Notes(4)		Pro Forma Adjustments for Trust Securities(5)		Pro Forma for the Combined Nine Months Ended September 26, 2003
Operating revenues	$	2,592,903		$	—	$	—	$	—	$	—	$	2,592,903
Other income		49,969			—		—		—		—		49,969
Total revenues and other income		2,642,872			—		—		—		—		2,642,872
Cost of operating revenues		2,392,838			—		—		—		—		2,392,838
Selling, general and administrative expenses		145,106			—		—		—		—		145,106
Other deductions		85,569			—		—		—		—		85,569
Interest expense		57,196									—
Dividends on preferred securities of subsidiary trust		13,443			—		—		—
Minority interest in net earnings of consolidated affiliates		5,096			—		—		—		—		5,096
Total costs and expenses		2,699,248
Income (loss) before taxes		(56,376	)
Provision for income taxes		19,679			—		—		—		—		19,679
Net (loss) income		(76,055	)
Income (loss) available to common shareholders(6),(7),(8), (9),(10),(11)	$	(76,055	)		—	$		$		$		$
Basic and diluted (loss) income per share		(1.85	)
Weighted average number of shares outstanding (in thousands)		41,041

Notes to pro forma income statement (unaudited):

(1)

The pro forma income statement has been prepared to reflect the exchange of the 2005 notes, the trust securities, the convertible notes and the Robbins bonds for    common shares of Foster Wheeler Ltd., but does not reflect the nonrecurring gain of $    on exchange of common share of Foster Wheeler Ltd. for the trust securities and Robbins bonds, nor the nonrecurring loss of $    on the conversion of the convertible notes as if such exchange had occurred on December 28, 2002.

(2)

Assumes that    % of the 2005 notes are exchanged and fees payable to the lender are deferred and amortized.

(3)

Assumes that    % of the Robbins bonds are exchanged and the corresponding interest expense of $            is eliminated.

(4)

Assumes that    % of the convertible notes are exchanged and corresponding interest of $            and debt issuance costs amortization of $      are eliminated.

(5)

Assumes that    % of the trust securities are exchanged and the corresponding dividend of $            and issuance cost amortization of $      on the trust securities are eliminated.

(6)

If    % of each of the 2005 notes, the trust securities and the convertible notes are exchanged, the loss available to common shareholders would be ($            ).

(7)

If the percentage of Robbins bonds exchanged is 10 percentage points lower, the loss available for common shareholders would be ($            ).

(8)

If the percentage of convertible notes exchanged is 10 percentage points lower, the loss available for common shareholders would be ($            ).

(9)

If the percentage of convertible notes exchanged is 10 percentage points higher, the loss available for common shareholders would be ($            ).

(10)

If the percentage of trust securities exchanged is 10 percentage points lower, the loss available for common shareholders would be ($            ).

(11)

If the percentage of trust securities exchanged is 10 percentage points higher, the loss available for common shareholders would be ($            ).

37

Pro Forma Income Statement (Unaudited)(1)
(In thousands, except per share amounts)

	Year Ended December 27, 2002			Pro Forma Adjustments for 2005 Notes(3)	Pro Forma Adjustments for Robbins Bonds(4)		Pro Forma Adjustments for Convertible Notes(5)		Pro Forma Adjustments for Trust Securities(6)		Pro Forma Combined Year Ended December 27, 2002
Operating revenues	$	3,519,177		—	$	—	$	—	$	—	$	3,519,177
Other income		55,360		—		—		—		—		55,360
Total revenues and other income		3,574,537		—		—		—		—		3,574,537
Cost of operating revenues		3,426,910		—		—						3,426,910
Selling, general and administrative expenses		226,524		—		—		—		—		226,524
Other deductions		193,156		—		—		—		—		193,156
Interest expense		66,418								—
Dividends on preferred securities of subsidiary trust		16,610		—		—		—
Minority interest in net earnings of consolidated affiliates		4,981		—		—		—		—
Total costs and expenses		3,934,599
Income (loss) before taxes		(360,062	)
Provision for income taxes		14,657		—		—		—		—		14,657
Net (loss) income prior to cumulative effect of change in accounting principle(2)		(374,719	)
Income (loss) available to common shareholders prior to cumulative effect of change in accounting principle(2),(7),(8),(9),(10), (11),(12)	$	(374,719	)	—	$		$		$		$
Basic and diluted (loss) income per share prior to cumulative effect of change in accounting principle		(9.15	)
Weighted average number of shares outstanding (in thousands)		40,957

Notes to pro forma income statement (unaudited):

(1)

The pro forma income statement has been prepared to reflect the exchange of the 2005 notes, the trust securities, the convertible notes and the Robbins bonds for             common shares of Foster Wheeler Ltd., but does not reflect the nonrecurring gain of $            on exchange of common share of Foster Wheeler Ltd. for the trust securities and Robbins bonds, nor the nonrecurring loss of $            on the conversion of the convertible notes as if such exchange had occurred on December 28, 2001.

(2)

The company recorded the cumulative effect of a change in accounting principles related to FAS 142 "Goodwill and Other Intangible Assets" which was $150,500.

(3)

Assumes that    % of the 2005 notes are exchanged and fees payable to the lender are deferred and amortized.

(4)

Assumes that    % of the Robbins bonds are exchanged and the corresponding interest expense of $        is eliminated.

(5)

Assumes that    % of the convertible notes are exchanged and corresponding interest of $        and debt issuance costs amortization of $         are eliminated.

38

(6)

Assumes that    % of the trust securities are exchanged and the corresponding dividend of $        and issuance cost amortization of $261 on the trust securities are eliminated.

(7)

If    % of each of the 2005 notes, the trust securities and the convertible notes are exchanged, the loss available to common shareholders would be ($            ).

(8)

If the percentage of Robbins bonds exchanged is 10 percentage points lower, the loss available for common shareholders would be ($            ).

(9)

If the percentage of convertible notes exchanged is 10 percentage points lower, the loss available for common shareholders would be ($            ).

(10)

If the percentage of convertible notes exchanged is 10 percentage points higher, the loss available for common shareholders would be ($            ).

(11)

If the percentage of trust securities exchanged is 10 percentage points lower, the loss available for common shareholders would be ($            ).

(12)

If the percentage of trust securities exchanged is 10 percentage points higher, the loss available for common shareholders would be ($            ).

39

SELECTED FINANCIAL DATA

        The following selected financial data as of and for our fiscal years 2000, 2001 and 2002 has been derived from our audited consolidated financial statements, as of and for the fiscal years 2000, 2001 and 2002 incorporated by reference in this prospectus. The selected financial data as of and for the nine months ended September 27, 2002 and the nine months ended September 26, 2003 have been derived from our unaudited condensed consolidated financial statements incorporated by reference in this prospectus and, in our opinion, reflect all adjustments, consisting of normal accruals, necessary for a fair presentation of the data for those periods. Our results of operations for the nine months ended September 26, 2003 may not be indicative of results that may be expected for the full year. You should read this information together with the consolidated and condensed consolidated financial statements, including the notes contained in the financial statements, of us and our subsidiaries, which are incorporated by reference in this prospectus.

		2002			2001			2000		1999			1998			Nine Months Ended September 27, 2002			Nine Months Ended September 26, 2003
					(Restated)(1)			(Restated)(1)		(Restated)(1)			(Restated)(1)			(Restated)(1)
		(in thousands, except for per share amounts)
Revenues		$	3,574,537		$	3,392,474		$	3,969,355	$	3,944,074		$	4,596,992		$	2,579,117		$	2,642,872
(Loss)/earnings before income taxes			(360,062	)(2)		(212,965	)(4)		52,166		(194,288	)(6)		43,924	(7)		(243,737	)		(56,376	)
Provision/(benefit) for income taxes			14,657			123,395	(5)		15,179		(48,208	)		77,942	(8)		18,879			19,679
(Loss)/earnings prior to cumulative effect of a change in accounting principle			(374,719	)		(336,360	)		36,987		(146,080	)		(34,018	)		(262,616	)		(76,055	)
Cumulative effect of a change in accounting principal for goodwill, net of $0 tax			(150,500	)(3)		—			—		—			—			(150,500	)		—
Net (loss)/earnings			(525,219	)		(336,360	)		36,987		(146,080	)		(34,018	)		(413,116	)		(76,055	)
(Loss)/earnings per share: Basic and diluted:
	Net (loss)/earnings prior to cumulative effect of a change in accounting principles	$	(9.15	)	$	(8.23	)	$	.91	$	(3.59	)	$	(.84	)	$	(6.42	)	$	(1.85	)
Cumulative effect on prior years (to December 28, 2001) of a change in accounting principle for goodwill		$	(3.67	)		—			—		—			—			(3.67	)		—
Net(Loss)/earnings per share:
	Basic	$	(12.82	)	$	(8.23	)	$	.91	$	(3.59	)	$	(.84	)	$	(6.42	)	$	(1.85	)
	Diluted	$	(12.82	)	$	(8.23	)	$	.91	$	(3.59	)	$	(.84	)	$	(6.42	)	$	(1.85	)
Shares Outstanding:
	Basic
Weighted average number of shares outstanding			40,957			40,876			40,798		40,742			40,729			40,943			41,040
	Diluted:
	Effect of stock options(9)								7
Total diluted			40,957			40,876			40,805		40,742			40,729			40,943			41,040

40

Current Assets		$	1,396,407		$	1,754,376		$	1,622,976		$	1,615,096		$	1,672,842		$	1,591,058		$	1,191,800
Current liabilities			1,540,623			2,388,620			1,454,603			1,471,552			1,491,666			1,622,778		$	1,337,599
Working capital			(144,216	)		(634,244	)		168,373			143,544			181,176						(145,799	)
Land, building and equipment (net)			407,819			399,198			495,034			648,199			676,786			769,680			341,396
Total assets			2,909,837			3,325,837			3,507,581			3,467,085			3,350,022			3,184,409			2,596,917
Bank loans			14,474			20,244			103,479			63,378			107,051			29,266			121
Long-term borrowing (including current installments):
	Corporate and other debt		346,707			297,627			306,188			372,921			541,173			367,499			334,178
	Project debt		205,840			226,056			274,993			349,501			314,303			218,599			197,525
	Capital lease obligations		58,987			—			—			—			—			44,071			62,335
Subordinated Robbins Facility exit funding obligations			108,865			110,340			111,715			113,000			—			110,340			108,865
Convertible subordinated notes			210,000			210,000			—			—			—			210,000			210,000
Preferred trust securities			175,000			175,000			175,000			175,000			—			175,000			175,000
Cash dividends per share of common stock		$	.00		$	.12		$	.24		$	.54		$	.84		$	.00		$	.00
Other Data:
EBITDA(10)			(732,609	)		(72,731	)		193,136			63,627			166,453			(136,126	)		41,384
Unfilled orders, end of year or period(11)		$	5,445,934		$	6,004,420		$	6,142,347		$	6,050,525		$	7,411,907			5,842,477			2,998,691
New orders booked(11)			3,052,410			4,109,321			4,480,000			3,623,202			5,269,398			2,484,761			1,705,819
Net cash provided/(used) by operating activities			160,365			(88,681	)		(16,744	)		(5,670	)		(55,089	)		218,126			(18,341	)
Net cash provided/(used) by investing activities			(122,706	)		43,212			38,248			60,299			(74,157	)		(126,482	)		101,538
Net cash provided/(used) by financing activities			60,002			85,533			(12,633	)		(48,375	)		143,339			112,074			(37,971	)

(1)

The selected financial data presented for each of the four years in the period ended December 28, 2001 and for the nine months ended September 27, 2002, have been restated to account for the assets, liabilities and results of operations associated with one of Foster Wheeler Ltd.'s post retirement medical benefit plans in accordance with Statement of Financial Accounting Standards 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions".

(2)

Includes in 2002, losses recognized in anticipation of sales ($54,500); revisions to project claim estimates and related costs ($136,200); revisions to project cost estimates and related receivable reserves ($80,500); provision for asbestos claims ($26,200); provision for domestic plant impairment ($18,700); performance intervention and restructuring charges ($37,100); increased pension and postretirement medical costs ($10,600); and severance, increased legal and other provisions ($31,600).

(3)

In 2002, Foster Wheeler Ltd. recognized $150,500 of impairment losses upon adoption of SFAS 142, "Goodwill and Other Intangible Assets".

(4)

Includes in 2001, losses recognized in anticipation of sales ($40,300); revisions to project claim estimates and related costs ($37,000); revisions to project cost estimates and related receivable reserves ($123,600); provision for domestic plant impairment ($6,100); increased pension and postretirement and medical costs ($9,100); and severance, increased legal and other provisions ($38,200).

(5)

Includes in 2001, a valuation allowance for domestic deferred tax assets ($194,600).

(6)

Includes in 1999, a provision for cost realignment ($37,600) and a charge totaling $244,600 of which $214,000 related to the Robbins facility write-down and $30,600 relates to the current year operations of the Robbins facility.

(7)

Includes in 1998, a charge for the Robbins facility of $72,800 of which $47,000 relates to the Robbins facility write-down and $25,800 relates to the current year operations.

41

(8)

Includes in 1998, a provision for an increase in the income tax valuation allowance ($61,300).

(9)

The effect of the stock options was not included in the calculation of diluted earnings per share as these options were antidilutive due to the 2002, 2001, 1999 and 1998 losses as well as the losses for the nine months ended September 26, 2003 and September 27, 2002. The effect of the convertible notes was not included in the calculation of diluted earnings per share as these options were anitdilutive due to the 2002 and 2001 losses and losses during the nine months ended September 26, 2003.

(10)

EBITDA is a supplemental, non-GAAP financial measure. EBITDA is defined as earnings (loss) before taxes (before goodwill charge), interest expense, depreciation and amortization. Foster Wheeler Ltd. has presented EBITDA because it believes it is an important supplemental measure of operating performance and is also a financial indicator of our ability to service indebtedness. EBITDA is also used as a measure for certain covenants under the senior credit facility. Foster Wheeler Ltd. believes that the line on its consolidated statement of earnings entitled "earnings (loss) before income taxes" is the most directly comparable GAAP measure to EBITDA. A reconciliation of EBITDA, a non-GAAP financial measure, to net loss, a GAAP measure, is shown below.

	Nine Months Ended						Year Ended
	September 26, 2003			September 27, 2002			December 27, 2002			December 28, 2001			December 29, 2000		December 31, 1999			December 25, 1998
EBITDA	$	41,384		$	(136,126	)	$	(232,609	)	$	(72,731	)	$	193,136	$	(63,627	)	$	166,453
Less: Interest expense		70,639			61,176			83,028			84,484			83,254		70,213			62,535
Less: Depreciation and amortization		27,121			33,035			44,425			55,750			57,716		60,448			59,994
(Loss)/earnings before income tax	$	(56,376	)	$	(243,737	)		(360,062	)		(212,965	)		52,166		(194,288	)		43,924
Income tax	$	19,679		$	18,879			14,657			123,395			15,179		(48,208	)		77,942
Net loss prior to cumulative effect of a change in accounting principle of goodwill		(76,055	)		(262,616	)		(374,719	)		(336,360	)		36,987		(146,080	)		(34,018	)
Cumulative effect on prior years of a change in accounting principle of goodwill		—			(150,500	)		(150,500	)		—			—		—			—
Net loss	$	(76,055	)	$	(413,116	)	$	(525,219	)	$	(336,360	)	$	36,987	$	(146,080	)	$	(34,018	)

(11)

Unaudited

42

RATIO OF EARNINGS TO FIXED CHARGES

        The following table shows the ratio of earnings to fixed charges for Foster Wheeler Ltd., including its subsidiaries on a consolidated basis.

												Nine Months Ended September 26, 2003 on a pro forma basis for the exchange offer(4)
									Year Ended December 27, 2002 on a pro forma basis for the exchange offer(3)(4)
	Fiscal Year									Nine Months Ended September 26, 2003
	1998	1999		2000	2001		2002
Ratio of earnings to fixed charges(1)(2)(3)	1.32	-(3	)	1.47	-(3	)	-(3	)		-(3	)	(3	)

(1)

Includes in years 1999, 2000, 2001 and 2002 dividends on preferred securities of a subsidiary trust of $15.2 million, $15.8 million, $15.8 million and $16.6 million, respectively, and includes in the nine month period ended September 26, 2003 $14.4 million. The pro forma results include $9.2 million reduction in dividends on the trust securities, by a $9.5 million reduction in interest on the convertible notes, and a $6.1 million reduction in interest on the Robbins bonds.

(2)

Includes increase in the tax valuation allowance of $197.0 million in year 2001, $175.6 million in year 2002 and $37 million for the nine months ended September 26, 2003.

(3)

Earnings are inadequate to cover fixed charges by $207.7 in 1999, $216.1 in 2001 and $363.4 in 2002. The coverage deficiency was $     million for the year ended December 27, 2002 on a pro forma basis for the exchange offer. The coverage deficiency was $57.9 million in the nine months ended September 26, 2003. The coverage deficiency is $         million for the nine months ended September 26, 2003 on a pro forma basis for the exchange offer.

(4)

Assumes that:

•

the holders of at least          % of the aggregate liquidation amount of the trust securities validly tender to the exchange agent, and not validly withdraw, those trust securities; and

•

the holders of at least          % of the aggregate principal amount of the convertible notes validly tender to the exchange agent, and not validly withdraw, those convertible notes; and

•

the holders of at least          % of the aggregate principal amount of Robbins bonds validly tender to the exchange agent, and not validly withdraw, those Robbins bonds; and

•

the holders of at least          % of the aggregate principal amount of 2005 notes validly tender to the exchange agent, and not validly withdraw, those 2005 notes.

The numerator of the above ratio consists of the following:

•

net earnings (loss) prior to cumulative effect of change in accounting principle, plus

•

the provision (benefit) for income taxes, plus

•

fixed charges, minus

•

capitalized interest, plus

•

capitalized interest amortized, minus

•

equity earnings of non-consolidated subsidiaries accounted for by the equity method, net of dividends.

Fixed charges include the sum of the following:

•

interest expensed and capitalized,

•

amortized premiums, discounts and capitalized expenses related to indebtedness,

•

imputed interest on non-capitalized lease payments, and

•

preference security dividend requirements of consolidated subsidiaries.

43

USE OF PROCEEDS

        We will not receive any cash proceeds from the issuance of the common shares or the new notes in the exchange offer.

44

ACCOUNTING TREATMENT FOR EXCHANGE OFFER

        The following section discusses the accounting treatment for the exchange of the trust securities, the convertible notes, the Robbins bonds and the 2005 notes.

Convertible notes

        The exchange of the convertible notes will be accounted for in accordance with Statement of Financial Accounting Standard No. 84, "Induced Conversions of Convertible Debt, an Amendment of Accounting Principles Board Opinion No. 26," under which we are required to recognize an expense equal to the fair value of all securities or other consideration transferred in the exchange offer in excess of the fair value of securities issuable pursuant to the original conversion terms.

Trust securities and Robbins bonds

        The exchange of the trust securities and Robbins bonds for common shares or new notes, as applicable, will be accounted for as a troubled debt restructuring pursuant to Statement of Financial Accounting Standard No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructurings", or SFAS No. 15. The trust securities and Robbins bonds exchanged in the exchange offer will be removed from our consolidated balance sheet. The carrying value of the trust securities and Robbins bonds represents the face value of the debt adjusted for unamortized original issue discounts and unamortized debt issuance costs. In accordance with SFAS No. 15, we will record a gain on the exchange of the trust securities and Robbins bonds as the difference between the carrying value of the trust securities and Robbins bonds, including any accrued interest, and the fair market value of those securities issued on the closing date of the exchange offer, net of unamortized debt issuance costs and direct costs associated with the exchange of the trust securities and Robbins bonds.

2005 Notes

        The exchange of the 2005 notes for new notes will be accounted for as a modification of debt terms in accordance with Emerging Issue Task Force No. 96-19, "Debtor's Accounting for a Modification or Exchange of Debt Instruments" under which the fees payable to the lender associated with the modification will be amortized as an adjustment of interest expense over the remaining term of the modified debt instrument using the interest method.

45

THE EXCHANGE OFFER AND THE CONSENT SOLICITATION

Background and Purpose of the Exchange Offer

        The purpose of the exchange offer and consent solicitation for the trust securities, the convertible notes and the Robbins bonds is to reduce our debt and to improve our overall capital structure. The purpose of the exchange offer of the new notes for the 2005 notes is effectively to extend the maturity of at least a portion of the 2005 notes.

        Following consummation of the exchange offer, Foster Wheeler LLC will no longer have any payment obligations with respect to trust securities that are exchanged, including with respect to accrued and unpaid dividends, because such trust securities will be held by Foster Wheeler Ltd., and, under U.S. generally accepted accounting principles will not be deemed to be outstanding. Following consummation of the exchange offer, Foster Wheeler Ltd. will no longer have any payment obligations with respect to the convertible notes that are exchanged, including with respect to accrued and unpaid interest, because such convertible notes will be retired by Foster Wheeler Ltd. Following consummation of the exchange offer, Foster Wheeler LLC will no longer have any payment obligations with respect to the Robbins bonds that are exchanged in the exchange offer, including with respect to accrued and unpaid interest or any obligation to secure the 2005 notes.

        We refer to the trust securities, convertible notes, Robbins bonds and 2005 notes collectively as the securities.

        In March 2002, Foster Wheeler adopted an improvement plan that focused on four key areas: ensuring a strong, sound backlog; establishing a project management system; improving its cash position and balance sheet; and scrutinizing discretionary spending. The operating performance portion of the plan concentrates on the quality and quantity of backlog, the execution of projects in order to achieve or exceed profit and cash targets and the optimization of all non-project related cash sources and uses. In connection with this plan, a group of outside consultants was hired for the purpose of carrying out a performance improvement intervention. The tactical portion of the performance improvement intervention concentrates on booking current projects, executing twenty-two "high leverage projects" and generating incremental cash from high leverage opportunities such as overhead reductions, procurement and accounts receivable. The systemic portion of the performance improvement intervention concentrates on sales effectiveness, estimating, bidding and project execution procedures.

        In conjunction with this initiative, and due to our significant leverage, we have reviewed various options to restructure our balance sheet to improve our overall capital structure. The exchange offers are an integral part of this restructuring plan.

        Foster Wheeler is also exploring the sale of one or more of its European operations. Proceeds from the sale of any of these assets would be used (1) to repay indebtedness under the senior secured credit agreement and hence reduce our total indebtedness and (2) for general corporate purposes. However, an asset sale of this type is not expected to improve Foster Wheeler Ltd.'s overall leverage ratio.

        In August 2002, Foster Wheeler Ltd. finalized the senior secured credit agreement with its lender group. This credit facility, including a $71 million term loan, a $69 million revolving credit facility, and a $149.9 million letter of credit facility, expires on April 30, 2005. The senior secured credit facility is secured by the assets of the domestic subsidiaries, the stock of the domestic subsidiaries, and, in connection with Amendment No. 3 discussed below, 100% of the stock of the first-tier foreign subsidiaries. The senior secured credit agreement has no scheduled repayments prior to maturity on April 30, 2005. The agreement requires prepayments from proceeds of assets sales, the issuance of debt or equity, and from excess cash flow. Foster Wheeler Ltd. retains the first $77 million of such amounts and also retains a 50% share of the balance. The financial covenants in the agreement commenced at the end of the first quarter 2003 and include a senior leverage ratio and a minimum EBITDA level as

46

described in the agreement, as amended. With Foster Wheeler Ltd.'s sale of the Foster Wheeler Environmental Corporation net assets on March 7, 2003, and an interest in a corporate office building on March 31, 2003, the $77 million threshold was exceeded. Accordingly, a principal prepayment of $1,445,000 was made on the term loan in the second quarter of 2003.

        Amendment No. 1 to the senior secured credit facility, obtained on November 8, 2002, provides covenant relief of up to $180 million of gross pre-tax charges recorded by Foster Wheeler Ltd. in the third quarter of 2002. The amendment further provides that up to an additional $63 million in pre-tax charges related to specific contingencies may be excluded from the covenant calculation through December 31, 2003, if incurred. Through the third quarter of 2003, $31 million of the contingency risks was favorably resolved, and additional project reserves were established for $31.2 million, leaving a contingency balance of $800,000.

        Amendment No. 2 to the senior secured credit facility, entered into on March 24, 2003, modifies certain definitions of financial measures utilized in the calculation of the financial covenants and the minimum EBITDA, and senior debt ratio, as specified in the senior secured credit agreement. In connection with this amendment to the senior secured credit agreement, Foster Wheeler Ltd. made a prepayment of principal on the term loan in the aggregate amount of $10 million.

        Amendment No. 3 to the senior secured credit facility, entered into on July 14, 2003, modified certain affirmative and negative covenants to permit the exchange offers described in this prospectus, other internal restructuring transactions as well as transfers, cancellations and set-offs of certain intercompany obligations. In connection with this amendment to the senior secured credit agreement, Foster Wheeler Ltd. agreed to pay a fee equal to 5% of the lenders' credit exposure, which as of September 26, 2003 was $185.9 million, if Foster Wheeler Ltd. has not made a prepayment of principal under the senior secured credit facility of $100 million on or before March 31, 2004.

        In response to its significant leverage and liquidity issues, in early 2002, Foster Wheeler began considering alternatives to addressing these issues. The board considered two basic options: restructuring its balance sheet and reorganization. The balance sheet restructuring includes this exchange offer in conjunction with a possible asset sale.

        The restructuring originally contemplated two separate exchange offers for the trust securities and the convertible notes and Robbins bonds that were not conditioned upon one another. In those exchange offers, Foster Wheeler contemplated offering preferred shares of two of its subsidiaries rather than common shares and new senior notes as consideration. On July 15, 2003, Foster Wheeler Ltd. filed a registration statement on form S-4 with the SEC with respect to the first exchange offer originally contemplated. Foster Wheeler filed amendment No. 1 to the registration statement on Form S-4 on September 22, 2003.

        On November 14, 2003, the NYSE suspended trading of Foster Wheeler Ltd.'s common shares and the trust securities. Following the NYSE's decision to delist Foster Wheeler Ltd.'s securities, Foster Wheeler Ltd.'s board met with Foster Wheeler's financial advisors to consider the restructuring in light of the delisting. At that time, the board then decided to pursue this exchange offer using its common shares and the new notes as consideration.

        By exchanging common shares for trust securities, convertible notes, and Robbins bonds, Foster Wheeler Ltd. will reduce its overall debt. By exchanging the new notes for the 2005 notes, Foster Wheeler Ltd. also expects to improve its overall capital structure by effectively extending the maturity of the 2005 notes. Foster Wheeler Ltd.'s board also generally considered a negotiated pre-arranged plan of reorganization in which Foster Wheeler would negotiate settlements with its major creditors prior to implementation of such plan of reorganization. Although it continually reassesses its alternatives, based on the facts, the board decided to pursue the restructuring and the exchange offer.

47

Terms of the Exchange Offer

Trust Securities Exchange

        Foster Wheeler Ltd. is offering to exchange up to    million of its common shares for any and all of the seven million issued and outstanding trust securities. For each trust security ($25 liquidation amount per trust security plus accrued dividends) that you validly tender in the exchange offer, you will receive    common shares of Foster Wheeler Ltd. You will not receive any consideration for accrued and unpaid dividends on your trust securities tendered in the exchange offer. You may exchange any or all of your trust securities in the exchange offer in increments of $25 in liquidation amount. As described below, if you choose to tender any portion of your trust securities, you will be deemed to have consented to the proposed amendments to the junior subordinated indenture and the related guarantee agreement relating to the trust securities.

Convertible Notes Exchange

        Foster Wheeler Ltd. is offering to exchange up to    million of its common shares for any and all of the $210 million in aggregate principal amount of the convertible notes. For each $1,000 in aggregate principal amount of convertible notes plus accrued interest, if any, that you validly tender in the exchange offer, you will receive    common shares of Foster Wheeler Ltd. You may exchange any or all of your convertible notes in the exchange offer in increments of $1,000 in principal amount. As described below, if you choose to tender any portion of your convertible notes, you will be deemed to have consented to the proposed amendments to the convertible notes indenture.

Robbins Bonds Exchange

        Foster Wheeler Ltd. is offering to exchange up to    million of its common shares for any and all of the aggregate principal amount of the outstanding Robbins bonds. For each $1,000 in aggregate principal amount in Robbins bonds plus accrued interest, if any, that you validly tender in the exchange offer, you will receive     common shares of Foster Wheeler Ltd. You may exchange any or all of your Robbins bonds in the exchange offer in increments of $    in principal amount.

2005 Notes Exchange

        Foster Wheeler LLC is offering to exchange up to $200 million in aggregate principal amount of its new notes in exchange for any and all of its $200 million in aggregate principal amount of its 2005 notes. For each $1,000 aggregate principal amount you validly tender in the exchange offer, you will receive $1,000 aggregate principal amount of new notes. You may tender your 2005 notes only in increments of $1,000 in aggregate principal amount. As described below, if you choose to tender any portion of your 2005 notes, you will be deemed to have consented to the proposed amendments to the 2005 notes indenture.

48

Beneficial Ownership After the Exchange Offer

        The following table shows the beneficial ownership of certain categories of holders of Foster Wheeler Ltd.'s common shares after the consummation of the exchange offers.

Title of Security	Aggregate Liquidation or Principal Amount Outstanding at September 26, 2003		Accrued Interest or Dividends Through September 26, 2003	Total Obligation through September 26, 2003	% of Aggregate Principal Amount Having Executed Lock-up Agreement	% Required to Tender for Consummation of Exchange Offer	Total Number of Common Shares to be Issued	% of Common Shares Outstanding After Exchange Offer*
Existing common shareholders		N/A	N/A	N/A	N/A	N/A	N/A
Trust securities	$	175 million
Convertible notes	$	210 million
Robbins bonds	$	109 million
2005 notes	$	200 million					—	—

*

Assuming minimum conditions to the exchange offer are met.

General

        On the expiration date, Foster Wheeler Ltd. and Foster Wheeler LLC will accept all validly tendered securities and consents which are not withdrawn or revoked before 5:00 p.m., New York City time.

        This prospectus, together with the Trust Securities Letter of Transmittal and Consent, the Convertible Notes Letter of Transmittal and Consent, the Robbins Bonds Letter of Transmittal and the 2005 Notes Letter of Transmittal and Consent, which we refer to collectively as the letters of transmittal, are being sent to you and to others whom Foster Wheeler Ltd. and Foster Wheeler LLC believe to have beneficial interests in the securities.

        You do not have any appraisal or dissenters' rights under the General Corporation Law of the State of Delaware or under Bermuda law. We intend to conduct the exchange offer in compliance with the requirements of the Exchange Act and the rules and regulations of the SEC.

        Foster Wheeler Ltd. and Foster Wheeler LLC reserve the right to purchase or make offers for any securities that remain outstanding after the expiration date, including by having a subsequent offering period or to terminate the exchange offer and consent solicitation and, to the extent permitted by applicable law, purchase securities in the open market in privately negotiated transactions or otherwise. The terms of any of these purchases or offers could (except in the case of a subsequent offering period) differ from the terms of this exchange offer.

        Foster Wheeler Ltd. and Foster Wheeler LLC are not aware of any jurisdiction where the making of the exchange offer or the consent solicitation is not in compliance with the laws of such jurisdiction. If we become aware of any jurisdiction where the making of the exchange offer or the consent solicitation would not be in compliance with such laws, the exchange offer and the consent solicitation will not be made to (nor will tenders of securities or, in the case of the trust securities or convertible notes, delivery of consents be accepted from or on behalf of) a holder residing in such jurisdiction.

No Fractional Entitlements

        You may not tender your securities except in the minimum increments denoted above. No fractional shares will be issued in the exchange offer and you will not receive any consideration for any fractional shares you would have otherwise received in the exchange offer.

49

Acceptance and Delivery of Common Shares; Other Settlement Matters

        As further described in, and otherwise qualified by, this prospectus, we will accept all securities validly tendered and not validly withdrawn before 5:00 p.m., New York City time, on the expiration date. The acceptance for exchange of securities validly tendered and the issuance of common shares or new notes, as the case may be, will be made promptly after the expiration date. Foster Wheeler Ltd. will issue the common shares or Foster Wheeler LLC will deliver the new notes, as the case may be, promptly after the expiration of the exchange offer.

        Foster Wheeler Ltd. and Foster Wheeler LLC, as the case may be, will have accepted your validly tendered securities when it has given oral or written notice to the exchange agent, which will occur promptly after the expiration date. The exchange agent will act as agent for you for the purpose of receiving any and all certificates representing the common shares or new notes, as the case may be, from us. If your tendered securities are not accepted for exchange because of an invalid tender or another valid reason, Foster Wheeler Ltd. or Foster Wheeler LLC, as the case may be, will return the securities without expense, to you promptly after the expiration date.

        In consideration for Foster Wheeler issuing the common shares and Foster Wheeler LLC issuing the new notes, as the case may be, as contemplated in this prospectus, Foster Wheeler Ltd. and Foster Wheeler LLC, as the case may be, will receive the securities tendered for exchange. The securities surrendered in exchange for the common shares or new notes, as the case may be, will not be reissued or resold. We intend to hold the trust securities we receive in the exchange offer until all of the trust securities are retired. We intend to retire the convertible notes and 2005 notes we receive in the exchange offer. Following the consummation of the exchange offer, Foster Wheeler LLC will no longer have any obligation with respect to the Robbins bonds that are exchanged in the exchange offer.

        Foster Wheeler Ltd. and Foster Wheeler LLC expressly reserve the right to terminate the exchange offer and consent solicitation and not accept for exchange any securities not previously accepted for exchange if any of the conditions set forth under "— Conditions to the Exchange Offer" have not been satisfied or waived by Foster Wheeler Ltd. or Foster Wheeler LLC, as the case may be, or at their option for any reason on or before 5:00 p.m., New York City time, on the expiration date. In all cases, exchange of the securities accepted for exchange and payment of the common shares or new notes, as the case may be, will be made only after timely receipt by the exchange agent of certificates representing the original securities and, in the case of the trust securities and convertible notes, consent to the proposed amendments, or by confirmation of book-entry transfer, together with a properly completed and duly executed letter of transmittal, a manually signed facsimile of the letter of transmittal, or satisfaction of DTC's ATOP procedures, and any other documents required by the letter of transmittal.

        If you wish to exchange more than one class of securities eligible for exchange in the exchange offer, you must properly complete and duly execute each letter of transmittal which corresponds to each such class of securities.

Delivery of Consent

        Trust Securities.    If you are a holder of trust securities and you wish to participate in the exchange offer, you must also consent to the proposed amendments to the indenture governing the debentures underlying the trust securities and to the related guarantee agreement. Your tender of trust securities will be deemed a consent to these proposed amendments.

        Convertible Notes.    If you are a holder of convertible notes and you wish to participate in the exchange offer, you must also consent to the proposed amendments to the indenture governing the convertible notes. Your tender of convertible notes will be deemed a consent to these proposed amendments.

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        2005 Notes.    If you are a holder of 2005 notes and you wish to participate in the exchange offer, you must also consent to the proposed amendments to the indenture governing the convertible notes. Your tender of convertible notes will be deemed a consent to these proposed amendments.

Trust Securities Consent Solicitation

        Foster Wheeler LLC is seeking the consent of the holders of the trust securities to amend the indenture and the guarantee agreement relating to the junior subordinated debentures issued by Foster Wheeler LLC to permit Foster Wheeler LLC to, among other things, pay dividends to its immediate parent even though Foster Wheeler LLC has elected to defer payments in respect of the trust securities. The terms of the indenture and the guarantee agreement prevent Foster Wheeler LLC from making, or causing its subsidiaries to make, any distributions in respect of its capital stock if:

•

there has been an event of default under the terms of the indenture,



•

there has been an event of default under the guarantee agreement, or



•

Foster Wheeler LLC is electing to defer payments on the junior subordinated debentures as permitted by the terms of the indenture.

        Since January 15, 2002, Foster Wheeler LLC has exercised its right to defer payments on the junior subordinated debentures. Because the junior subordinated debentures are the only asset of the trust, Foster Wheeler LLC's actions have resulted in the trust suspending the payment of dividends on the trust securities.

        If the amendments are approved, Foster Wheeler LLC will be allowed to make, subject to significant restrictions under its senior secured credit agreement and applicable law, and to cause its subsidiaries to make, payments on the capital stock of Foster Wheeler LLC regardless of whether payments are being deferred on the trust securities. Under the terms of the indenture governing the junior subordinated debentures, Foster Wheeler LLC has been prohibited from paying dividends since it began deferring payments on the junior subordinated debentures. The proposed amendments will not require that Foster Wheeler LLC resume payments on the junior subordinated debentures that remain outstanding following the exchange offer.

        Foster Wheeler LLC is also seeking the consent of the holders of the trust securities to amend the terms of the indenture and the guarantee agreement that restrict the ability of Foster Wheeler LLC to enter into a merger or consolidation transaction or to sell, lease or otherwise convey substantially all of its assets. Further, Foster Wheeler LLC is seeking consent to eliminate from the indenture the covenant requiring it to provide the trustee copies of all reports that it files with the SEC.

        Foster Wheeler LLC is seeking consents to all of the proposed amendments relating to the trust securities as a single proposal. Pursuant to the terms of the exchange offer, the completion, execution and delivery of the accompanying letter of transmittal in connection with the tender of trust securities will be deemed to constitute the consent of the tendering holder to all of the proposed amendments relating to the trust securities. The holders of at least 66²/3% of the aggregate liquidation amount of the trust securities must consent to the proposed amendments relating to the trust securities for them to be effective.

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Convertible Notes Consent Solicitation

        Foster Wheeler Ltd. is seeking the consent of holders of the convertible notes to amend the terms of the indenture governing the convertible notes that restrict the ability of Foster Wheeler Ltd. or Foster Wheeler LLC to merge with, or convey, transfer or lease its properties and assets to, other entities. Further, Foster Wheeler Ltd. is seeking consent to eliminate from the indenture the covenant requiring it to provide to the trustee copies of all reports that it files with the SEC.

        Foster Wheeler Ltd. is seeking consents to all of the proposed amendments relating to the convertible notes as a single proposal. Pursuant to the terms of the exchange offer, the completion, execution and delivery of the accompanying letter of transmittal in connection with the tender of convertible notes will be deemed to constitute the consent of the tendering holder to all of the proposed amendments. The holders of at least a majority of the aggregate principal amount of the convertible notes must consent to the proposed amendments relating to the convertible notes for them to be effective.

2005 Notes Consent Solicitation

        Foster Wheeler LLC is seeking the consent of holders of the 2005 notes to amend the terms of the indenture governing the 2005 notes that restrict the ability of Foster Wheeler LLC to incur certain liens without securing the 2005 notes equally and ratably, enter into sale and leaseback transactions. The elimination of the limitation on liens covenant as proposed would eliminate the holders of the 2005 notes rights under the indenture to security currently in place with respect to the 2005 notes.

        Foster Wheeler LLC is seeking consents to all of the proposed amendments relating to the 2005 notes as a single proposal. Pursuant to the terms of the exchange offer, the completion, execution and delivery of the accompanying letter of transmittal in connection with the tender of 2005 notes will be deemed to constitute the consent of the tendering holder to all of the proposed amendments. The holders of at least a majority of the aggregate principal amount of the 2005 notes must consent to the proposed amendments relating to the 2005 notes for them to be effective.

        The proposed amendments to the terms of the 2005 notes will not affect the terms of the new notes offered in the exchange offer.

Expiration Date; Extensions; Termination; Amendments; Subsequent Offering Period

        The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2004, unless we extend the exchange offer. In any event, we will hold the exchange offer open for at least 20 full business days. In order to extend the exchange offer, we will issue a notice on our website (www.fwc.com) and by press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        Foster Wheeler Ltd. and Foster Wheeler LLC reserve the right, in their sole discretion to:

•

delay accepting your securities;



•

extend the exchange offer;



•

terminate the exchange offer and consent solicitation, if any of the conditions to the exchange offer have not been satisfied or waived, or for any other reason in their sole discretion, by giving oral or written notice of any delay, extension or termination to the exchange agent, in accordance with the notice procedures described above relating to an extension of the exchange offer prior to 5:00 p.m., New York City time, on the expiration date; and



•

amend the terms of the exchange offer in any manner.

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        Foster Wheeler Ltd. and Foster Wheeler LLC also reserve the right, in their sole discretion, to provide for a subsequent offering period after the expiration of the exchange offer. The subsequent offering period will be not less than three business days or more than 20 business days and shall begin on the next business day after the expiration date of the exchange offer. To provide for a subsequent offering period, we will, among other things:

•

immediately accept for exchange and promptly exchange (1) common shares for all trust securities, convertible notes or Robbins bonds and (2) new notes for all 2005 notes tendered in the initial exchange offer period;



•

announce the results of the exchange offer by issuing a notice on our website (www.fwc.com) and by press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the expiration date of the exchange offer and immediately commence the subsequent offering period;



•

exchange (1) common shares for all trust securities, convertible notes, or Robbins bonds, and (2) new notes for all 2005 notes, tendered in the subsequent offering period promptly after the expiration date; and



•

offer the same form and amount of consideration to holders of each class of securities in the subsequent offering period that was offered during the initial exchange offer period.

You will not have the right to withdraw any securities that you tender during any subsequent offering period.

        If we make a material change in the terms of the exchange offer, we will disseminate additional offering materials and extend the exchange offer to the extent required by law, and you will have the right to withdraw your securities. Except as set forth in the next succeeding sentence, the exchange offer will be extended by five business days if there are any material changes to the terms of the exchange offer. If any changes are made to the consideration offered in the exchange offer or in fees paid to the dealer manager or any other entity soliciting on our behalf in the exchange offer, the exchange offer will be extended by ten business days.

        Foster Wheeler Ltd. and Foster Wheeler LLC will not accept for exchange any securities you tender, and no common shares or new notes, as the case may be, will be issued to you in exchange for your securities, if at any time any stop order is threatened or in effect with respect to the registration statement relating to the exchange offer and the issuance or sale of common shares or new notes, as the case may be.

        Notwithstanding any other provision of the exchange offer, we may terminate or amend the exchange offer in our sole discretion at any time prior to expiration of the exchange offer if any of the conditions set forth below are not satisfied or waived. Upon termination of the exchange offer for any reason, any trust securities, convertible notes, Robbins bonds or 2005 notes previously tendered in the exchange offer will be promptly returned to the tendering holders.

Conditions to the Exchange Offer

        Notwithstanding any other provisions of the exchange offer, the exchange offer is conditioned upon:

•

holders of at least    % of the aggregate liquidation amount of trust securities having validly tendered, and not validly withdrawn, those trust securities; and



•

holders of at least    % of the aggregate principal amount of convertible notes having validly tendered, and not validly withdrawn, those convertible notes; and

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•

holders of at least    % of the aggregate principal amount of Robbins bonds having validly tendered, and not validly withdrawn, those Robbins bonds; and



•

holders of at least    % of the aggregate principal amount of 2005 notes having validly tendered, and not validly withdrawn, those 2005 notes.

        The exchange offer does not require the approval of any U.S. federal or state regulatory authorities other than the satisfaction of the registration requirements of the Securities Act, and any applicable state securities laws and the applicable rules under the Exchange Act, nor is it subject to any financing condition.

        We, in our sole and reasonable discretion, may waive any of the conditions to the exchange offer prior to expiration of the exchange offer. The conditions to the exchange offer and consent solicitation are for our sole benefit, and may be waived at any time prior to expiration of the exchange offer for any reason. Our failure to exercise any of our rights will not be a waiver of our rights. If we waive a material condition to the exchange offer, we will notify holders of securities of such waiver and hold the offer open for acceptances and withdrawals for at least five business days after the notification of the waiver of such condition.

Procedures for Tendering Your Securities, and Delivering Your Consent to the Proposed Amendments

General

        Only a holder of securities or the holder's legal representative or attorney-in-fact, or a person who has obtained a properly completed irrevocable proxy acceptable to us that authorizes such person, or that person's legal representative or attorney-in-fact, to tender securities on behalf of the holder, may validly tender the securities and, in the case of trust securities or convertible notes, thereby validly deliver a consent to the proposed amendments with respect to those trust securities or convertible notes.

        In order for a holder to receive common shares or new notes, as the case may be, that holder must validly tender its securities pursuant to the exchange offer and not withdraw those securities pursuant to the exchange offer.

        Delivery of securities through DTC and acceptance of an Agent's Message (as defined below) transmitted through DTC's Automated Tender Offer Program, or ATOP, and the method of delivery of all other required documents, is at the election and risk of the person tendering securities and delivering a letter of transmittal and, except as otherwise provided in the letter of transmittal, delivery will be deemed made only when actually received by the exchange agent. If delivery of any document is by mail, we suggest that the holder use properly insured, registered mail, with a return receipt requested, and that the mailing be made sufficiently in advance of the expiration date to permit delivery to the exchange agent prior to the expiration date.

Tender of Securities and Consent for Trust Securities, Convertible Notes and 2005 Notes

        The tender by a holder of securities pursuant to the procedures set forth below, and the subsequent acceptance of that tender by us, will constitute a binding agreement between that holder and Foster Wheeler Ltd. in accordance with the terms and subject to the conditions set forth in this prospectus and the related letter of transmittal. The tender of securities pursuant to the exchange offer on or prior to the expiration date and in accordance with the procedures described below will, in the case of trust securities, convertible notes or 2005 notes, constitute the delivery of a consent, if applicable, to all of the proposed amendments with respect to the securities tendered.

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Valid Tender

        Except as set forth below, for a holder to validly tender securities and, in the case of the trust securities, convertible notes and 2005 notes deliver consent pursuant to the exchange offer, a properly completed and duly executed letter of transmittal (or a facsimile thereof), together with any signature guarantees and any other document required by the instructions to the letter of transmittal, or a properly transmitted Agent's Message, must be received by the exchange agent at the address set forth on the back cover of this prospectus prior to 5:00 p.m., New York City time, on the expiration date and such trust securities must be transferred pursuant to the procedures for book-entry transfer described under "—Book-Entry Delivery Procedures" below and a Book-Entry Confirmation (as defined below) must be received by the exchange agent, in each case prior to 5:00 p.m., New York City time, on the expiration date of the tender offer.

        The letter of transmittal and securities, must be sent only to the exchange agent. Do not send letters of transmittal or securities to Foster Wheeler Ltd., Foster Wheeler LLC, the dealer manager, or the information agent.

        In all cases, notwithstanding any other provision of this prospectus, the exchange of common shares for trust securities, convertible notes or Robbins bonds, and new notes for 2005 notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of (1) a Book-Entry Confirmation with respect to such securities, (2) the letter of transmittal (or a facsimile thereof) properly completed and duly executed or a properly transmitted Agent's Message and (3) any required signature guarantees and other documents required by the letter of transmittal.

        If you tender less than all your outstanding securities you should fill in the number of securities so tendered in the appropriate box on the letter of transmittal. All of your securities deposited with the exchange agent will be deemed to have been tendered unless otherwise indicated.

Book-Entry Delivery Procedures

        Within two business days after the date of this prospectus, the exchange agent will establish an account at DTC for purposes of the exchange offer, and any financial institution that is a DTC participant and whose name appears on a security position listing as the record owner of the securities may make book-entry delivery of securities by causing DTC to transfer such securities into the exchange agent's account at DTC in accordance with DTC's procedure for such transfer. Delivery of documents to a Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures does not constitute a valid tender of the securities to the exchange agent.

        A letter of transmittal (or a facsimile thereof) properly completed and duly executed, along with any required signature guarantees, or a properly transmitted Agent's Message, must in any case be transmitted to and received by the exchange agent at one of the addresses set forth on the back cover of this prospectus on or prior to the expiration date. The confirmation of a book-entry transfer into the exchange agent's account at DTC as described above is referred to as a "Book-Entry Confirmation."

Tender of Securities Held Through DTC

        The exchange agent and DTC have confirmed that the exchange offer is eligible for ATOP. DTC has authorized any DTC participant who has securities credited to its DTC account to tender their securities and, in the case of the trust securities and convertible notes, provide consents to the proposed amendments as if it were the beneficial holder. Accordingly, DTC participants may, in lieu of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange offer (and thereby tender their securities and, in the case of the trust securities and convertible notes, provide their consent to the proposed

55

amendments) by causing DTC to transfer securities to the exchange agent in accordance with DTC's ATOP procedures for transfer. DTC will then send to the exchange agent an Agent's Message which is a message transmitted by DTC, received by the exchange agent and forming part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from a participant in DTC that is tendering securities and, in the case of the trust securities and convertible notes, delivering a consent that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the applicable letter of transmittal and that we may enforce such agreement against such participant.

        Holders of securities desiring to tender their securities by 5:00 p.m., New York City time, on the expiration date of the exchange offer must allow sufficient time for completion of the ATOP procedures during normal business hours of DTC on that date.

Tender of Securities Held Through Custodians

        To validly tender its securities and, in the case of the trust securities and convertible notes, validly deliver its consent pursuant to the exchange offer, a beneficial owner of securities held through a direct or indirect DTC participant, such as a broker, dealer, commercial bank, trust company or other financial intermediary, must instruct that holder to tender the beneficial owner's securities and, in the case of the trust securities and convertible notes, deliver the related consent on behalf of the beneficial owner. A letter of instructions is included in the materials provided with this prospectus. The letter to custodians may be used by a beneficial owner to instruct a custodian to tender securities and, in the case of the trust securities and convertible notes, deliver a consent on the beneficial owner's behalf.

        Except with respect to guaranteed delivery procedures described below, unless the securities being tendered are deposited with the exchange agent by 5:00 p.m., New York City time, on the expiration date accompanied by a properly completed and duly executed letter of transmittal or a properly transmitted Agent's Message, Foster Wheeler Ltd. may, at its option, treat such tender as invalid. Exchange of the (1) common shares for trust securities, convertible notes and Robbins bonds, and (2) new notes for the 2005 notes will be made only against the valid tender of trust securities, convertible notes, Robbins bonds or 2005 notes, as applicable.

Guaranteed Delivery

        If you wish to exchange your securities and time will not permit your letter of transmittal and all other required documents to reach the exchange agent, or if the procedures for book-entry transfer cannot be completed on or prior to the expiration date of the exchange offer, you may still exchange your securities if you comply with the following requirements:

•

you tender your securities by or through a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program;



•

on or prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer, the exchange agent has received from such participant a properly completed and validly executed notice of guaranteed delivery, by manually signed facsimile transmission, mail or hand delivery, in substantially the form provided with this prospectus; and



•

the exchange agent receives properly completed and validly executed letter of transmittal (or facsimile thereof) together with any required signature guarantees, or a book-entry confirmation, and any other required documents, within three NYSE trading days after the date of the notice of guaranteed delivery.

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Signature Guarantees

        Signatures on the applicable letter of transmittal a must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program, each a Medallion Signature Guarantor, unless the securities tendered thereby are tendered: (1) by a holder whose name appears on a security position listing as the owner of those securities who has not completed any of the boxes entitled "Special Instructions" or "Special Delivery Instructions" on the applicable letter of transmittal; or (2) for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States referred to as an "Eligible Guarantor Institution".

        If the holder of the securities being tendered is a person other than the signer of the related letter of transmittal, or if securities not accepted for exchange or securities previously tendered and being withdrawn are to be returned to a person other than the registered holder or a DTC participant, then the signatures on the letter of transmittal accompanying the tendered securities must be guaranteed by a Medallion Signature Guarantor as described above.

        The method of delivery of letters of transmittal, any required signature guarantees and any other required documents, including delivery through DTC, is at the option and risk of the tendering holder and, except as otherwise provided in the letter of transmittal, delivery will be deemed made only when actually received by the exchange agent. In all cases, sufficient time should be allowed to ensure timely delivery.

Effect of a Tender

        By causing an Agent's Message to be transmitted to the exchange agent, or by executing a letter of transmittal as set forth above, and subject to our acceptance for exchange of, and exchange for, the securities tendered, a tendering holder irrevocably sells, assigns and transfers to us, or upon our order, all right, title and interest in and to all those securities and irrevocably constitutes and appoints the exchange agent the true and lawful agent of the tendering holder, with full power of substitution to:

•

transfer ownership of the tendered securities on the account books maintained by DTC and deliver all accompanying evidences of transfer and authenticity to Foster Wheeler Ltd., or upon our order, upon receipt by the exchange agent, as the holder's agent, of the (1) common shares issued in exchange for the trust securities, convertible notes and Robbins bonds, or (2) new notes issued in exchange for the 2005 notes; and



•

present the tendered securities for transfer on our books and receive all benefits and otherwise exercise all rights of beneficial ownership of the tendered securities all in accordance with the terms of the exchange offer.

Transfers of Ownership of Tendered Securities

        Beneficial ownership in tendered securities may be transferred by the registered holder by delivering to the exchange agent, at one of its addresses set forth on the back cover of this prospectus, an executed letter of transmittal identifying the name of the person who deposited the securities to be transferred, and completing the special payment instructions box with the name of the transferee (or, if tendered by book-entry transfer, the name of the participant in DTC whose name appears on the security position listing as the transferee of such notes) and the principal amount of the securities to be transferred. If certificates have been identified through a book-entry confirmation with respect to such securities the name of the holder who tendered the securities the name of the transferee and the certificate numbers, if any, relating to such securities should also be provided in the letter of transmittal. A person who succeeds to the beneficial ownership of tendered securities pursuant to the

57

procedures set forth herein will be entitled to receive the common shares or new notes, as the case may be, if securities are accepted for exchange or to receive the tendered securities if the exchange offer is terminated.

Other Matters

        Notwithstanding any other provision of this prospectus, exchange of (1) common shares for trust securities, convertible notes or Robbins bonds, and (2) new notes for 2005 notes tendered and accepted for exchange pursuant to the exchange offer will, in all cases, be made only after receipt by the exchange agent of:

•

Book-Entry Confirmation of the transfer of such securities into the exchange agent's account at DTC as described above; and



•

a letter of transmittal, or a facsimile of that document, with respect to the tendered securities properly completed and duly executed, with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted Agent's Message.

        A tender of securities pursuant to the procedures described above, and acceptance by us of that tender, will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the exchange offer.

        All questions as to the form of all documents and the validity (including time of receipt) and acceptance of all tenders of securities and, in the case of trust securities, convertible notes and 2005 notes, deliveries of consents and the withdrawal or revocation thereof will be determined by Foster Wheeler Ltd. and Foster Wheeler LLC, in our sole discretion, and our determination will be final and binding. Foster Wheeler Ltd. and Foster Wheeler LLC reserve the absolute right to reject any or all tenders of securities or, in the case of trust securities, convertible notes and 2005 notes, deliveries of consents determined by us not to be in proper form or, if the acceptance or exchange for such securities may, in our opinion, be unlawful.

        Foster Wheeler Ltd. and Foster Wheeler LLC also reserve the absolute right to waive any defects, irregularities or contingencies of tenders to particular securities or, in the case of trust securities, convertible notes or 2005 notes, of delivery as to particular consents. Our interpretations of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding. Any defect or irregularity in connection with tenders of securities and, in the case of trust securities, convertible notes and 2005 notes, consent must be cured within such time as we determine, unless waived by Foster Wheeler Ltd. and Foster Wheeler LLC. Tenders of securities and, in the case of trust securities, convertible notes or 2005 notes, consent shall not be deemed to have been made until all defects and irregularities have been waived by us or cured. None of Foster Wheeler Ltd., Foster Wheeler LLC, the guarantors, the exchange agent, the information agent, the dealer manager or any other person will be under any duty to give notice of any defects or irregularities in tenders of securities or in the case of trust securities, convertible notes or 2005 notes, deliveries of consents, or will incur any liability to holders for failure to give any such notice. The dealer manager, the exchange agent, the trustee and the information agent assume no responsibility for the accuracy or completeness of the information contained in this prospectus.

        PLEASE SEND ALL MATERIALS TO THE EXCHANGE AGENT AND NOT TO FOSTER WHEELER LTD., FOSTER WHEELER LLC, THE DEALER MANAGER, THE TRUSTEE, THE INFORMATION AGENT OR DTC.

Withdrawal of Tenders and Revocation of Consents

        Securities tendered on or prior to the expiration date may be withdrawn and, in the case of trust securities, convertible notes and 2005 notes, the related consents may be revoked at any time on or

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prior to 5:00 p.m., New York City time, on the expiration date of the tender offer. Any tendered securities not accepted by the sixtieth business day after commencement of the exchange offer may be withdrawn. Tenders of securities and, in the case of trust securities, convertible notes and 2005 notes, related consents received on or prior to 5:00 p.m., New York City time, on the expiration date will become irrevocable, except as set forth below, at 5:00 p.m., New York City time, on the expiration date of the tender offer, if not validly revoked prior to that time. If we provide for a subsequent offering period, you will not have the right to withdraw any securities tendered previously and not withdrawn or that you tender during that subsequent offering period. Securities tendered during the subsequent offering period will be accepted promptly after the expiration of the subsequent offering period. In the event of a termination of the exchange offer, the securities tendered pursuant to the exchange offer will be returned promptly to the tendering holder and the proposed amendments related to the trust securities and the convertible notes will not be executed and will not become effective.

        Prior to the delivery by the exchange agent of consents to the Trustee, Foster Wheeler Ltd. and Foster Wheeler LLC intend to consult with the exchange agent to determine whether the exchange agent has received any revocations of consents, whether such revocations are valid and whether we have received the requisite consents to effect the proposed amendments related to the trust securities, the convertible notes and the 2005 notes. Each of Foster Wheeler Ltd. and Foster Wheeler LLC reserves the right to contest the validity of any such revocations. A purported notice of revocation that is not received by the exchange agent in a timely fashion will not be effective to revoke a consent previously given. You may not revoke any consent without also withdrawing the tender of such trust securities, convertible notes or the 2005 notes.

        Beneficial owners desiring to withdraw securities previously tendered through DTC should contact the DTC participant through which such beneficial owners hold their securities. In order to withdraw securities previously tendered, a DTC participant may, prior to the withdrawal time, withdraw its instruction previously transmitted through ATOP by (1) withdrawing its acceptance through ATOP, or (2) delivering to the exchange agent by mail, hand delivery or facsimile transmission, notice of withdrawal of such instruction. The notices of withdrawal must contain the name and number of the DTC participant. A withdrawal of an instruction must be executed by a DTC participant as such DTC participant's name appears on its transmission through ATOP to which such withdrawal relates. A DTC participant may withdraw a tender only if such withdrawal complies with the provisions described in this paragraph. Registered holders who tendered other than through DTC should send written notice of withdrawal to the exchange agent specifying the name of the holder who tendered the securities being withdrawn and the principal amount of the securities being withdrawn. All signatures on a notice of withdrawal must be guaranteed by a Medallion Signature Guarantor; provided, however, that signatures on the notice of withdrawal need not be guaranteed if the securities being withdrawn are held for the account of an Eligible Guarantor Institution. Withdrawal of a prior tender will be effective upon receipt of the notices of withdrawal by the exchange agent. Selection of the method of notification is at the risk of the holder, and notice of withdrawal must be timely received by the exchange agent.

        Withdrawals of tenders of securities may not be rescinded and any securities withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. Properly withdrawn securities, however, may be retendered by following the procedures described above at any time prior to the expiration date of the exchange offer.

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Consequences of Not Participating in the Exchange Offer

Holders of Trust Securities

        If you are a holder of trust securities and you do not participate in the exchange offer and the proposed amendments to the indenture and the guarantee agreement relating to the trust securities are adopted, you will no longer have the benefit of certain provisions contained in the indenture and guarantee agreement. Without the protection afforded by such provisions, you and the trustee will have greater difficulty enforcing your rights under these instruments and will have fewer remedies available to you in the event Foster Wheeler LLC were to commit an act constituting an event of default under the terms of the existing indenture.

        The terms of the indenture and the guarantee agreement prevent Foster Wheeler LLC from making, or causing its subsidiaries to make, any distributions in respect of its capital stock if:

•

there has been an event of default under the terms of the indenture,



•

there has been an event of default under the guarantee agreement, or



•

Foster Wheeler LLC is electing to defer payments on the junior subordinated debentures pursuant to the terms of the indenture.

        Since January 15, 2002, Foster Wheeler LLC has exercised its right to defer payments on the junior subordinated debentures. Because the junior subordinated debentures are the only asset of the trust, Foster Wheeler LLC's actions have resulted in the trust suspending the payment of dividends on the trust securities.

        If the amendments are approved, Foster Wheeler LLC will be allowed to make, subject to significant restrictions under its senior secured credit agreement and applicable law, and to cause its subsidiaries to make, payments on the capital stock of Foster Wheeler LLC regardless of whether payments are being deferred on the trust securities. Under the terms of the indenture, Foster Wheeler LLC has been prohibited from paying dividends since it began deferring payments on the junior subordinated debentures. The proposed amendments will not require that Foster Wheeler LLC resume payments on the junior subordinated debentures that remain outstanding following the exchange offers.

        As required by the terms of Foster Wheeler LLC's senior secured credit agreement, Foster Wheeler LLC will continue to defer payments on the junior subordinated debentures issued by Foster Wheeler LLC to the trust in respect of the trust securities. As a result, you will continue (1) not to receive distributions and (2) to experience adverse tax effects from original issue discount. In addition, if the amendments constitute a significant modification of the trust securities for U.S. federal income tax purposes, you would be deemed to have exchanged your trust securities for new trust securities. In this regard, please refer to "U.S. Federal Income Tax Considerations."

        Foster Wheeler LLC currently intends to continue deferring interest payments on the junior subordinated debentures until it is contractually obligated to resume such payments. These payments may be deferred for up to five years. Foster Wheeler LLC has deferred all interest payments beginning with the payment due on January 15, 2002. Accordingly, holders of the trust securities will not receive quarterly distributions until Foster Wheeler LLC resumes such payments, which may not be until January 2007. In addition, the terms of the senior secured credit agreement require Foster Wheeler LLC to continue to defer such interest payments so long as the senior secured credit agreement remains outstanding which we expect will be until maturity in April 2005.

        If a large enough number of holders of the trust securities decide to participate in the exchange, the liquidity of the trust securities may be impacted and your ability to sell the trust securities may be adversely affected.

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Holders of Convertible Notes

        If you are a holder of convertible notes and you do not participate in the exchange offer and the proposed amendments to the indenture governing the convertible notes are adopted, you will no longer have the benefit of provisions contained in the indenture. Without the protection afforded by such provisions, you and the trustee will have greater difficulty enforcing your rights under the indenture and will have fewer remedies available to you in the event Foster Wheeler Ltd. were to commit an act constituting an event of default under the terms of the existing indenture. In addition, if the amendments to the indenture governing the convertible notes constitute a significant modification of the convertible notes for U.S. federal income tax purposes, you would be deemed to have exchanged your convertible notes for new convertible notes. In this regard, please refer to "U.S. Federal Income Tax Considerations."

        Also, if a large enough number of holders of the convertible notes decide to participate in the exchange, the liquidity of the convertible notes may be impaired and your ability to sell convertible notes may be adversely affected.

Holders of 2005 Notes

        If you are holder of 2005 notes and you do not participate in the exchange offer and the proposed amendments to the indenture governing the 2005 notes are adopted, you will no longer have the benefit of provisions contained in the indenture. Without the protection afforded by such provisions, you and the trustee will have greater difficulty enforcing your rights under the indenture and will have fewer remedies available to you in the event Foster Wheeler LLC were to commit an act constituting an event of default under the terms of the existing indenture.

        The elimination of the limitation on liens covenant as proposed would eliminate the holders of the 2005 notes rights under the indenture to security currently in place with respect to the 2005 notes.

        Also, if a large enough number of holders of 2005 notes decide to participate in the exchange, the liquidity of the 2005 notes may be impaired and your ability to sell the 2005 notes may be adversely affected.

Dealer Manager

        Subject to the terms and conditions set forth in the dealer manager agreement dated                        , 2004, among Foster Wheeler Ltd., Foster Wheeler LLC, and Rothschild Inc., we have retained Rothschild to act as dealer manager in connection with the exchange offer and consent solicitation. Foster Wheeler Ltd. has agreed to pay the dealer manager customary fees for its services in connection with the exchange offer and consent solicitation. Foster Wheeler Ltd. has also agreed to reimburse the dealer manager for certain of its reasonable out-of-pocket expenses incurred in connection with the exchange offer and consent solicitation and to indemnify it against certain liabilities, including certain liabilities under federal securities laws, and will contribute to payments the dealer manager may be required to make in respect thereof.

        The dealer manager and its affiliates may in the future provide investment banking and financial advisory services to Foster Wheeler Ltd. and its affiliates in the ordinary course of business. The dealer manager does not own any of the securities.

        The dealer manager will assist with the mailing of this prospectus and related materials to holders of the securities, respond to inquiries of, and provide information to, holders of securities in connection with the exchange offer, and provide other similar advisory services as we may request from time to time. Requests for additional copies of this prospectus, letters of transmittal and any other required documents should be directed to the dealer manager, the exchange agent or the information agent at the addresses and telephone numbers set forth on the back cover page of this prospectus.

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        In addition to the dealer manager, our directors, officers and regular employees, who will not be specifically compensated for such services, may contact holders personally or by mail, telephone, telex or telegraph regarding the exchange offer and the consent solicitation and may request brokers, dealers and other nominees to forward this prospectus and related materials to beneficial owners of the securities.

Exchange Agent

        The Bank of New York, London branch has been appointed as exchange agent for the exchange offer and consent solicitation. Questions and requests for assistance, and all correspondence in connection with the exchange offer and consent solicitation, or requests for additional letters of transmittal and any other required documents, may be directed to the exchange agent at one of its addresses and telephone numbers set forth on the back cover page of this prospectus.

Information Agent

        Georgeson Shareholder Communications Inc. is serving as information agent in connection with the exchange offer and consent solicitation. The information agent will assist with the mailing of this prospectus and related materials to holders of securities, respond to inquiries of and provide information to holders of securities in connection with the exchange offer and consent solicitation, and provide other similar advisory services as we may request from time to time. Requests for additional copies of this prospectus, letters of transmittal and any other required documents should be directed to the dealer manager or to the information agent at one of its addresses and telephone numbers set forth on the back cover page of this prospectus.

Fees and Expenses of Foster Wheeler

        In addition to the fees and expenses payable to the dealer manager pursuant to the dealer manager agreement described above, we will pay the exchange agent and the information agent reasonable and customary fees for their services (and will reimburse them for their reasonable out-of-pocket expenses in connection therewith), and will pay brokerage houses and other custodians, nominees and fiduciaries their reasonable out-of-pocket expenses incurred in connection with forwarding copies of this prospectus and related documents to the beneficial owners of the securities and in handling or forwarding tenders for exchange and payment. In addition, we will indemnify the exchange agent and the information agent against certain liabilities in connection with their services, including liabilities under the federal securities laws.

        The total cash expenditures to be incurred by us in connection with the exchange offer and consent solicitation, including printing, accounting and legal fees, and the fees and expenses of the dealer manager, exchange agent, information agent and the trustee, are estimated to be approximately $                  .

Transfer Taxes

        We will pay all transfer taxes, if any, applicable to the exchange of securities pursuant to the exchange offer. If, however, common shares issued in exchange for trust securities, convertible notes or Robbins bonds not accepted for tender or new notes issued in exchange for 2005 notes not accepted for tender are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the trust securities, convertible notes, Robbins bonds or 2005 notes, as applicable, or if common shares or new notes are to be registered in the name of any person other than the person signing the letter of transmittal or, in the case of tender through DTC transmitting instructions through ATOP, or if a transfer tax is imposed for any reason other than the exchange of

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securities pursuant to the exchange offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other person) will be payable by the tendering holder.

Brokerage Commissions

        Holders that tender their securities directly to the exchange agent do not have to pay a brokerage commission.

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THE PROPOSED AMENDMENTS

Trust Securities Amendments

        Foster Wheeler LLC is seeking your consent to amend the provisions described below of the indenture governing the junior subordinated debentures issued by Foster Wheeler LLC to FW Preferred Capital Trust I and certain terms of the related guarantee agreement issued by Foster Wheeler LLC and Foster Wheeler Ltd. to FW Preferred Capital Trust I.

        The proposed amendments relating to the trust securities, if adopted, will be set forth in a supplemental indenture to be executed by Foster Wheeler LLC and the trustee and an amended guarantee agreement to be executed by Foster Wheeler LLC, Foster Wheeler Ltd. and the trustee and that will be executed as promptly as practicable after we accept the trust securities tendered in the exchange offer following the expiration date of the exchange offer. The proposed amendments relating to the trust securities will become effective when the supplemental indenture and amended guarantee agreement are executed. The indenture and the guarantee agreement, without giving effect to the proposed amendments, will remain in effect until the proposed amendments become effective. If the exchange offer is terminated, or the requisite amount of trust securities are not accepted for exchange for any reason, the supplemental indenture and the amended guarantee agreement will not be executed and will not become effective. Copies of the proposed forms of supplemental indenture and amended guarantee agreement have been filed as exhibits to the registration statement for the common shares, of which this prospectus is a part.

        To implement the proposed amendments relating to the trust securities, Foster Wheeler LLC must obtain the consent of both the trustee, as holder of the junior subordinated debentures, and the consent of 66²/3% in aggregate liquidation amount of the trust securities. Under the declaration of trust, the holders of at least 66²/3% in aggregate liquidation amount of the trust securities must direct the trustee in writing to give its consent to the proposed amendments, and the trustee may not provide its consent to the proposed amendments unless it is acting at the direction of such liquidation amount of the trust securities. Pursuant to the terms of the guarantee agreement the proposed amendments require the consent of the holders of at least 66²/3% of the aggregate liquidation amount of the trust securities. Thus, by holders of trust securities returning the letter of transmittal that accompanies this prospectus, you will be directing the trustee to consent to the proposed amendments, as well as providing your own consent to the proposed amendments. If Foster Wheeler LLC obtains the consent from at least 66²/3% in aggregate liquidation amount of the trust securities, we will implement the proposed amendments relating to the trust securities.

        Set forth below is a summary of the provisions we propose to eliminate:

Location

Restrictive Covenants

Section 4.03 of the Indenture (to be deleted)

Reports by the Company.    For so long as the debentures are outstanding, this provision requires Foster Wheeler LLC to provide to the trustee and to the holders of the junior subordinated debentures, in summary form, copies of all reports that it files with the Commission and any additional information that it is required by the Commission to file with respect to its compliance with the conditions and covenants set forth in the indenture or, if it is not required to file with the commission provide such information to the Trustee which would have been required pursuant to Section 13 of the Exchange Act.

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Section 10.01 of the Indenture (to be deleted)

Limitation on Consolidations; Mergers, Sales, Conveyances and Leases:    This provisions restricts the ability of Foster Wheeler LLC to merge with, or sell, convey or lease its assets to, other entities.

Section 7.1 of the First Supplemental Indenture and Section 6.1 of the Guarantee Agreement (to be deleted)

Limitation of Dividends.    This provision prohibits Foster Wheeler LLC and its subsidiaries' from paying dividends on any class of Foster Wheeler LLC's capital stock if (1) an event of default under the First Supplemental Indenture has occurred, (2) an event of default under the guarantee agreement has occurred or (3) Foster Wheeler LLC exercises its right to extend its obligation to make interest payments on the junior subordinated debentures.

        Foster Wheeler LLC is seeking consents to all of the proposed amendments relating to the trust securities as a single proposal. Pursuant to the terms of the exchange offer, the completion, execution and delivery of the accompanying letter of transmittal in connection with the tender of trust securities will be deemed to constitute the consent of the tendering holder to all of the proposed amendments. If the requisite consents are received and the supplemental indenture and amended guarantee agreement become effective, the proposed amendments relating to the trust securities will be binding on all non-tendering holders of trust securities.

        The indenture and the guarantee agreement relating to the junior subordinated debentures underlying the trust securities will remain in effect in the form in which they currently exist until the proposed amendments relating to the trust securities become effective as described above, whereupon the indenture and the guarantee agreement will be modified as provided in the proposed amendments.

Convertible Notes Amendments

        Foster Wheeler Ltd. is seeking the consent of the holders of convertible notes to amend the provisions described below of the indenture governing the convertible notes.

        The proposed amendments to the indenture governing the convertible notes, if adopted, will be set forth in a supplemental indenture to be executed by Foster Wheeler Ltd. and the trustee that will be executed as promptly as practicable after we accept the convertible notes tendered in the exchange offer following the expiration date of the exchange offer. The proposed amendments will become effective when the supplemental indenture is executed. The indenture, without giving effect to the proposed amendments, will remain in effect until the proposed amendments relating to the convertible notes become effective. If the exchange offer is terminated, or the requisite amount of convertible notes are not accepted for exchange for any reason, the supplemental indenture will not be executed and will not become effective. The proposed form of supplemental indenture has been filed as an exhibit to the registration statement for the common shares, of which this prospectus is a part.

        To implement the proposed amendments relating to the convertible notes, Foster Wheeler Ltd. must obtain the consent of holders of at least a majority in aggregate principal amount of the convertible notes. Thus, by returning the letter of transmittal that accompanies this prospectus, you will be providing your own consent to the proposed amendments. If Foster Wheeler Ltd. obtains the consent from at least a majority in aggregate principal amount of the convertible notes, it will implement the proposed amendments relating to the convertible notes.

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        Set forth below is a summary of the provisions we propose to eliminate:

Location	Indenture Provisions
Section 6.1 of the Indenture (to be deleted)	Company and Guarantor May Consolidate, Etc., Only on Certain Terms.    This provision restricts the ability of each of Foster Wheeler Ltd. and Foster Wheeler LLC to merge with, or convey, transfer or lease its properties and assets to, other entities.
Section 9.4 of the Indenture (to be deleted)	Reports.    For so long as the convertible notes are outstanding, this provision requires Foster Wheeler Ltd. to provide to the trustee copies of all reports that it files with the SEC.

        Foster Wheeler Ltd. is seeking consents to all of the proposed amendments relating to the convertible notes as a single proposal. Pursuant to the terms of the exchange offer, the completion, execution and delivery of the accompanying letter of transmittal in connection with the tender of convertible notes will be deemed to constitute the consent of the tendering holder to all of the proposed amendments. If the requisite consents are received and the supplemental indenture becomes effective, the proposed amendments relating to the convertible notes will be binding on all non-tendering holders.

        The indenture relating to the convertible notes will remain in effect in the form in which they currently exist until the proposed amendments relating to the convertible notes become effective as described above, whereupon the indenture will be modified as provided in the proposed amendments.

2005 Notes Amendments

        Foster Wheeler LLC is seeking the consent of the holders of 2005 notes to amend the provisions described below of the indenture governing the 2005 notes. The proposed amendments to the 2005 notes will not affect the terms of the new notes.

        The proposed amendments to the indenture governing the 2005 notes, if adopted, will be set forth in a supplemental indenture to be executed by Foster Wheeler LLC, the guarantors and the trustee that will be executed as promptly as practicable after we accept the 2005 notes tendered in the exchange offer following the expiration date of the exchange offer. The proposed amendments will become effective when the supplemental indenture is executed. The indenture, without giving effect to the proposed amendments, will remain in effect until the proposed amendments relating to the 2005 notes become effective. If the exchange offer is terminated, or the requisite amount of 2005 notes are not accepted for exchange for any reason, the supplemental indenture will not be executed and will not become effective. The proposed form of supplemental indenture has been filed as an exhibit to the registration statement for the common shares and new notes, of which this prospectus is a part.

        To implement the proposed amendments relating to the 2005 notes, Foster Wheeler LLC must obtain the consent of holders of at least a majority in aggregate principal amount of the 2005 notes. Thus, by returning the letter of transmittal that accompanies this prospectus, you will be providing your own consent to the proposed amendments. If Foster Wheeler LLC obtains the consent from at least a majority in aggregate principal amount of the 2005 notes, it will implement the proposed amendments relating to the 2005 notes.

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Set forth below is a summary of the provisions we propose to eliminate:

Location	Indenture Provisions
Section 1004 of the Indenture (to be deleted)	Limitation on Liens.    This provision prevents Foster Wheeler LLC and its subsidiaries from incurring any liens on any principal property to secure indebtedness without securing the 2005 notes equally and ratably. The elimination of the limitation on liens covenant as proposed would eliminate the holders of the 2005 notes rights under the indenture to the security currently in place with respect to the 2005 notes. If you do not exchange your 2005 notes for new notes, you will no longer have the benefit of such security.
Section 1005 of the Indenture (to be deleted)	Limitation on Sales and Leasebacks.    This provision restricts the ability of Foster Wheeler LLC and its subsidiaries from entering into sale and leaseback transactions.

        Foster Wheeler LLC is seeking consents to all of the proposed amendments relating to the 2005 notes as a single proposal. Pursuant to the terms of the exchange offer, the completion, execution and delivery of the accompanying letter of transmittal in connection with the tender of 2005 notes will be deemed to constitute the consent of the tendering holder to all of the proposed amendments. If the requisite consents are received and the supplemental indenture becomes effective, the proposed amendments relating to the 2005 notes will be binding on all non-tendering holders.

        The indenture relating to the 2005 notes will remain in effect in the form in which they currently exist until the proposed amendments relating to the 2005 notes become effective as described above, whereupon the indenture will be modified as provided in the proposed amendments.

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THE TRUST

        FW Preferred Capital Trust I is a business trust organized under Delaware law pursuant to (1) a declaration of trust, dated as of May 8, 1998, as amended and restated on January 13, 1999, (the "declaration"), executed by Foster Wheeler LLC (formerly known as Foster Wheeler Corporation), and the trustees of such trust and (2) the filing of a certificate of trust with the Secretary of the State of Delaware on May 8, 1998.

        Pursuant to the declaration, the trust has five trustees. The trust's business and affairs are conducted by its trustees, which initially were Harris Trust and Savings Bank, as property trustee, Wilmington Trust Company, as Delaware trustee, and three administrative trustees. The administrative trustees are employees or officers of, or are affiliated with, Foster Wheeler LLC. BNY Midwest Trust Company, an Illinois trust company and successor to the obligations of Harris Trust and Savings Bank, currently acts as property trustee under the amended guarantee agreement.

        Foster Wheeler LLC has the right to appoint, remove and replace the administrative trustees, the property trustee and the Delaware trustee. In certain cases, the holders of a majority in liquidation amount of the trust securities will also have this right as to the property trustee and the Delaware trustee.

        The trust exists for the following purposes only:

•

to issue and sell common securities of the trust and the trust securities;



•

to use the proceeds from the sale of the common securities of the trust and the trust securities to acquire the junior subordinated debentures; and



•

to engage in activities that are directly related to these activities and other activities as are necessary or incidental thereto.

        Under the declaration, the trust shall not, and the trustees of such trust shall cause such trust not to, engage in any activity other than in connection with the purposes of such trust or other than as required or authorized by such declaration.

        Because the trust is established only for the purposes listed above, the junior subordinated debentures are the sole assets of the trust, and the payments under the junior subordinated debentures are the sole source of income to the trust.

        All of the common securities of the trust are owned by Foster Wheeler LLC. The common securities rank equally with the trust securities, and payments on the common securities will be made pro rata with the trust securities, unless Foster Wheeler LLC fails to pay amounts that become due under the junior subordinated debentures and under certain other circumstances. If Foster Wheeler LLC fails to pay these amounts, the trust will be unable to make payments under the common securities of the trust until it satisfies its obligations under the trust securities. We directly or indirectly own all of the common securities of the trust, the total liquidation amount of which is equal to approximately 3% of the total capital of the trust.

        The books and records of the trust are maintained at its principal office and are available for inspection by a holder of the trust securities or the duly authorized representative of such holder for any purpose reasonably related to its interest in such trust during normal business hours.

        The address of the executive offices of the trust is c/o Foster Wheeler LLC, Perryville Corporate Park, Clinton, New Jersey 08809, Attention: Office of the Secretary, and its telephone number is (908) 730-4000.

        The trust does not file reports with the Commission under the Exchange Act.

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MARKET PRICE INFORMATION

Market Prices for the Trust Securities

        The trust securities were traded on the NYSE under the symbol "FWC-A" until November 14, 2003 and since then have been quoted on the OTC Bulletin Board under the symbol "FWLRP.OB".

        The table below sets forth, for the periods indicated, the high and low market prices for the trust securities as reported on the NYSE and the high and low bid prices on the OTC Bulletin Board. The OTC Bulletin Board prices reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not represent actual transactions.

		High	Low
		(in $)
2001
	First Quarter	22.85	14.31
	Second Quarter	22.96	17.40
	Third Quarter	20.00	17.40
	Fourth Quarter	19.55	13.11
2002
	First Quarter	16.89	5.26
	Second Quarter	10.15	2.90
	Third Quarter	4.65	2.05
	Fourth Quarter	2.38	1.35
2003
	First Quarter	2.85	1.25
	Second Quarter	6.75	2.35
	Third Quarter	5.50	1.80
	Fourth Quarter (through December 18, 2003)	2.90	1.62

        On December 18, 2003, the closing price of the trust securities on the OTC Bulletin Board was $2.90. As of September 26, 2003, there were 7 million shares of trust securities outstanding.

        The trust securities are entitled to receive cumulative cash distributions at an annual rate of 9.0%. Distributions are paid quarterly in arrears on April 15, July 15, October 15 and January 15 of each year. Distributions may be deferred for periods up to five years during which time additional interest accrues at 9.0%. Foster Wheeler LLC currently intends to continue deferring interest payments on the junior subordinated debentures until it is contractually obligated to resume such payments. These payments may be deferred for up to five years. Foster Wheeler LLC has deferred all interest payments beginning with the payment due on January 15, 2002. Accordingly, holders of the trust securities will not receive quarterly distributions until Foster Wheeler LLC resumes such payments, which may not be until January 2007. In addition, the terms of the senior secured credit agreement require Foster Wheeler LLC to continue to defer such interest payments so long as the senior secured credit agreement remains outstanding which we expect will be until maturity in April 2005.

Market Prices for the 2005 Notes, Convertible Notes and Robbins Bonds.

        There is no established trading market for the 2005 notes, convertible notes or Robbins bonds.

Market Prices for the Common Shares

        The common shares were traded on the NYSE under the symbol "FWC" until November 14, 2003 and since then, the common shares have been quoted on the OTC Bulletin Board under the symbol "FWLRF.OB".

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        The table below sets forth, for the periods indicated, the high and low market prices for the common shares as reported on the NYSE and the high and low bid prices on the OTC Bulletin Board. The OTC Bulletin Board prices reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not represent actual transactions.

		High	Low
		(in $)
2001
	First Quarter	18.70	5.31
	Second Quarter	17.70	7.22
	Third Quarter	9.50	4.30
	Fourth Quarter	5.83	3.93
2002
	First Quarter	5.35	1.60
	Second Quarter	3.72	1.33
	Third Quarter	2.35	1.35
	Fourth Quarter	1.90	1.00
2003
	First Quarter	1.87	0.85
	Second Quarter	3.00	1.20
	Third Quarter	2.24	1.07
	Fourth Quarter (through December 18, 2003)	1.34	0.85

        On December 18, 2003, the closing price of the common shares on the OTC Bulletin Board was $1.17. As of September 26, 2003, there were 40,771,560 common shares outstanding.

        Foster Wheeler Ltd. has not paid dividends on its common shares since July, 2001 and does not anticipate paying any dividends on its common shares in the foreseeable future. Under Bermuda law, Foster Wheeler Ltd. can only pay dividends out of its profits available for that purpose if there are no reasonable grounds for believing that Foster Wheeler Ltd. is, or after the payment of such dividends would be, unable to pay its liabilities as they become due or that the realizable value of Foster Wheeler Ltd.'s assets would thereby be less than the aggregate of its liabilities, its issued share capital and its share premium accounts. In addition, under the terms of the senior secured credit facility, Foster Wheeler Ltd.'s subsidiaries face restrictions on their ability to pay dividends to Foster Wheeler Ltd. In addition, certain of Foster Wheeler Ltd.'s non-U.S. subsidiaries are parties to loan and other agreements with covenants, and are subject to statutory minimum capitalization requirements in their jurisdictions of organization that restrict the amount of funds that such subsidiaries may distribute. Distributions in excess of these specified amounts would violate the terms of the agreements or applicable law which could result in civil or criminal penalties.

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DESCRIPTION OF SHARE CAPITAL

The following description of Foster Wheeler Ltd.'s share capital summarizes certain provisions of Foster Wheeler Ltd.'s memorandum of association and bye-laws and of applicable Bermuda law. Such summaries are not complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of Foster Wheeler Ltd.'s memorandum of association and bye-laws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part. Prospective investors are urged to read those exhibits carefully.

General

        Foster Wheeler Ltd. is an exempted company incorporated under the Companies Act 1981 of Bermuda on 20 December 2000 and registered with the Registrar of Companies in Bermuda under registration number 29761. Foster Wheeler Ltd.'s registered office is located at 2 Church Street, Hamilton, HM 11, Bermuda. Our agent for service of process in the United States in connection with this offering is Foster Wheeler LLC, Perryville Office Park, Clinton, NJ 08809-4000, USA.

Share Capital

        The authorized share capital of Foster Wheeler Ltd. consists of 160,000,000 common shares, par value US$1.00 per share and 1,500,000 preferred shares par value US$1.00 per share, 400,000 of which have been designated as Series A Junior Participating Preferred Shares. Upon completion of this exchange, assuming the minimum tender conditions are met, there will be    common shares issued and outstanding, excluding 8,895,251 common shares issuable upon exercise of options granted as of September 26, 2003, and no preferred shares issued and outstanding. All of the issued and outstanding common shares prior to completion of this offering are and will be fully paid, and all of the common shares to be issued in the exchange offer will be issued fully paid.

        Subject to any resolution of the shareholders to the contrary, the board of directors of Foster Wheeler Ltd. is authorized to issue any authorized but unissued shares. There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote shares of Foster Wheeler Ltd.

Common Shares

        Foster Wheeler Ltd.'s common shares are quoted on the Over-the-Counter Bulletin Board under the symbol "FWLRF.OB". Holders of common shares have no pre-emptive, redemption, conversion or sinking fund rights. Holders of common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares. Unless a different majority is required by law or by Foster Wheeler Ltd.'s bye-laws, resolutions to be approved by holders of common shares require approval by an affirmative majority of the votes cast at a meeting at which a quorum is present.

        In the event of the liquidation, dissolution or winding up of Foster Wheeler Ltd., the holders of common shares are entitled to share equally and ratably in the assets, if any, remaining after the payment of all of Foster Wheeler Ltd.'s debts and liabilities, subject to any liquidation preference on any outstanding preferred shares.

Preferred Shares

        Foster Wheeler Ltd.'s board of directors may establish one or more series of preferred shares without any further shareholder approval. The board may fix the number, designations, rights, preferences, limitations and voting rights of such series, provided that such provisions must, at a minimum, (1) entitle the holders of such shares, voting as a class, to elect at least two directors upon certain defaults with respect to the payment of dividends; and (2) require the affirmative approval of holders of at least two-thirds of the issued preferred shares for any amendments to the memorandum

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of association or bye-laws of Foster Wheeler Ltd. altering materially any provision of such shares. Such rights, preferences, powers and limitations as may be established could have the effect of discouraging an attempt to obtain control of Foster Wheeler Ltd.

Dividend Rights

        Foster Wheeler Ltd.'s board of directors may declare and pay dividends or make distributions out of contributed surplus from time to time unless there are reasonable grounds for believing that Foster Wheeler Ltd. is or would, after the payment, be unable to pay its liabilities as they become due or that the realizable value of its assets would thereby be less than the aggregate of its liabilities and issued share capital and share premium accounts. Each common share of Foster Wheeler Ltd. is entitled to dividends if, as and when declared by the board of directors, subject to any preferred dividend right of the holders of any preferred shares. There are no restrictions on Foster Wheeler Ltd.'s ability to transfer funds, other than funds denominated in Bermuda dollars, in and out of Bermuda or to pay dividends to U.S. residents who are holders of our common shares. The board of directors may declare that any dividend be paid wholly or partly by the distribution of shares of Foster Wheeler Ltd. and/or specific assets.

Variation of Rights

        The rights attaching to any class of shares, unless otherwise provided for by the terms of issue of the relevant class, may be varied either: (1) with the consent in writing of the holders of all of the issued shares of that class; or (2) with the sanction of a resolution passed by a majority in number equal to three-fourths of the issued shares at a general meeting of the relevant class of shareholders at which a quorum consisting of at least two persons holding or representing one-third of the issued shares of the relevant class is present. The creation or issue of shares ranking equally with existing shares will not, unless expressly provided by the terms of issue of those shares, vary the rights attached to existing shares.

Repurchase

        Foster Wheeler Ltd. may repurchase its own shares out of funds legally available for the repurchase of shares. No repurchase may be effected if there are reasonable grounds for believing that the company is, or after effecting the repurchase would be, unable to pay its liabilities as they become due. A repurchase of more than 10% of the shares from a shareholder for more than market value requires the prior approval of the board of directors and the holders of a majority of all voting shares.

Transfer of Shares

        Foster Wheeler Ltd.'s fully paid shares are transferable by a transfer form signed by the transferor and delivered to Foster Wheeler Ltd. or its transfer agent together with the certificate, if any, for such shares. Foster Wheeler Ltd.'s board of directors may refuse to register, or otherwise restrict, the transfer of any share if the board believes that the transfer would cause Foster Wheeler Ltd. to violate any applicable law or if the transfer is not in accordance with the bye-laws.

Meetings of Shareholders

        Foster Wheeler Ltd. must convene at least one general meeting of shareholders each calendar year. A general meeting of shareholders may be called by Foster Wheeler Ltd.'s board of directors and a special meeting of shareholders must be called upon the request of not less than 10% of Foster Wheeler Ltd.'s voting shares. Foster Wheeler's bye-laws require not more than 60 and at least 10 days' notice of an annual general meeting must be given to each shareholder entitled to vote at such meeting, and not less than 30 nor more than 60 days' notice of a special general meeting must be

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given. The quorum required for a general meeting of shareholders is one or more persons present in person and representing in person or by proxy in excess of 50% of Foster Wheeler Ltd.'s issued voting shares.

Access to Books and Records and Dissemination of Information

        Members of the general public have the right to inspect the public documents of Foster Wheeler Ltd. at the office of the Registrar of Companies in Bermuda. These documents include the memorandum of association, including its objects and powers, and certain alterations to its memorandum of association. Shareholders may inspect Foster Wheeler Ltd.'s bye-laws, minutes of general meetings and the audited financial statements, which must be presented at the annual general meeting. The register of members is also open to inspection by shareholders without charge and by members of the general public on the payment of a fee. The register of members must be open for inspection for not less than two hours in any business day (but may be closed for not more than thirty days in a year). Foster Wheeler Ltd.'s register of directors and officers is maintained at its registered office in Bermuda and is open for inspection for not less than two hours in any business day by members of the public without charge.

Election and Removal of Directors

        Foster Wheeler Ltd.'s board of directors may consist of between three and twenty directors. The number of directors within such range is fixed from time to time by the board. Foster Wheeler Ltd.'s board of directors has resolved that, as of April 29, 2003, eight directors will comprise the board of directors and as of December 19 there were only seven directors. The board is divided into three classes that are, as nearly as possible, of equal number. Each class of directors is elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting.

        Any shareholder wishing to nominate for election as a director someone who is not nominated by Foster Wheeler Ltd.'s board of directors must give notice of the intention to nominate the person for election. Such notice must be given not less than one-hundred and twenty days before release of Foster Wheeler Ltd.'s proxy statement in connection with the previous year's annual general meeting.

        A director may be removed, with cause, by the affirmative vote of the holders of at least 66²/3% of the shares entitled to vote at an election of directors, provided notice is given to the director of the shareholders meeting convened to remove the director. The notice must contain a statement of the intention to remove the director and must be served on the director not less than fourteen days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal. Under Foster Wheeler Ltd.'s bye-laws, the board of directors is responsible to fill vacancies on the board and any newly created directorships.

Amendment of Memorandum of Association and Bye-laws

        Foster Wheeler Ltd.'s memorandum of association may be amended by a resolution passed at a duly called general meeting of shareholders. An amendment that alters Foster Wheeler Ltd.'s business objects may require the approval of the Bermuda Minster of Finance, who has discretion to approve such amendments. Upon compliance with applicable Bermuda law, amendments to the memorandum of association may be subjected to review by a Bermuda court by dissenting shareholders holding not less than 20% of the par value of Foster Wheeler Ltd.'s issued capital.

        Foster Wheeler Ltd.'s bye-laws may be amended by resolutions of the board of directors and shareholders, or by the unanimous vote of the shareholders without prior approval of the board. Any proposed amendment to the bye-law relating to removal of directors, however, must be approved by

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the board and the affirmative vote of at least 75% of the shareholders. Any amendment to vary the rights attached to a class of shares must comply with the bye-law relating to a variation of class rights.

        If any Series A Junior Participating Preferred Shares are issued, the memorandum of association and bye-laws of Foster Wheeler Ltd. may not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Shares so as to effect them adversely without the affirmative vote of the holders of at least two-thirds of the issued Series A Junior Participating Preferred Shares voting as a single class.

Amalgamations and Business Combinations

        Foster Wheeler Ltd.'s bye-laws provide that a merger or an amalgamation must be approved by 66²/3% of the votes cast at a general meeting of the shareholders at which the quorum shall be one or more persons representing more than 50% of the issued voting shares.

        Certain business combinations (which include an amalgamation) entered into with a shareholder that beneficially owns, directly or indirectly, 20% or more of the voting shares of Foster Wheeler Ltd. that have not been approved by the board of directors prior to the acquisition date of such holding must be approved by the holders of a majority of the voting shares that are not held by such shareholder, its affiliates or associates, at a meeting held no earlier than five years following such acquisition date.

Appraisal Rights and Shareholder Suits

        A shareholder who is not satisfied that fair value has been offered for such shareholder's shares on any amalgamation may apply to the Supreme Court of Bermuda to appraise the fair value of those shares.

        Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company if the act complained of is alleged to be beyond the corporate power of the company or is illegal or would result in the violation of the company's memorandum of association or bye-laws. A Bermuda court would also be expected to review acts that are alleged to constitute a fraud against the minority shareholders or, any act which requires the approval of a greater percentage of the shareholders than that which actually approved it.

        When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company's affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.

Capitalization of Profits and Reserves

        Pursuant to Foster Wheeler Ltd.'s bye-laws, the board of directors may capitalize any part of the amount of its share premium or other reserve accounts or any amount credited to its profit and loss account or otherwise available for distribution by applying such sum in paying up (1) unissued shares to be allotted as fully paid bonus shares pro-rata to the shareholders; or (2) in full partly paid shares of those shareholders who would have been entitled to such sums if they were distributed by way of dividend or distribution.

Registrar and Transfer Agent

        Mellon Investor Services LLC serves as registrar and transfer agent of Foster Wheeler Ltd. in the United States.

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Untraced Shareholders

        Foster Wheeler Ltd.'s bye-laws provide that the board of directors may forfeit any dividend or bonuses which remain unclaimed for six years from the date of declaration.

Compulsory Acquisition of Shares Held by Minority Holders

        The shares of minority holders may be acquired by certain statutory procedures under the Companies Act 1981 including upon the approval of an arrangement with shareholders in a court supervised process and upon the acquisition of 90% or more of the issued shares or class of shares. Such procedures include:

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A scheme of arrangement under the Companies Act 1981. Such a scheme could be effected upon the agreement of Foster Wheeler Ltd. and of holders of common shares, representing in the aggregate a majority in number and at least 75% in value of the common shareholders present and voting at a court ordered meeting held to consider the scheme. The scheme must then be sanctioned by the Bermuda Supreme Court. If such a scheme receives all necessary agreements and sanctions, upon the filing of the court order with the Registrar of Companies in Bermuda, all holders of common shares could be compelled to sell their shares under the terms of the scheme.



•

If an acquiring party is a company, by acquiring pursuant to a tender offer 90% of the shares or class of shares not already owned by, or by a nominee for, the acquiring party (the offeror), or any of its subsidiaries. If an offeror has, within four months after the making of an offer for all the shares or class of shares not owned by, or by a nominee for, the offeror, or any of its subsidiaries, obtained the approval of the holders of 90% or more of all the shares to which the offer relates, the offeror may, at any time within two months beginning with the date on which the approval was obtained, require by notice any nontendering shareholder to transfer its shares on the same terms as the original offer. In those circumstances, nontendering shareholders will be compelled to sell their shares unless the Bermuda Supreme Court (on application made within a one-month period from the date of the offeror's notice of its intention to acquire such shares) orders otherwise.



•

Where the acquiring party or parties hold not less than 95% of the shares or a class of shares of the company, by acquiring, pursuant to a notice given to the remaining shareholders or class of shareholders, the shares of such remaining shareholders or class of shareholders. When this notice is given, the acquiring party is entitled and bound to acquire the shares of the remaining shareholders on the terms set out in the notice, unless a remaining shareholder, within one month of receiving such notice, applies to the Bermuda Supreme Court for an appraisal of the value of their shares. This provision only applies where the acquiring party offers the same terms to all holders of shares whose shares are being acquired.

Anti-Takeover Provisions

        Foster Wheeler Ltd.'s bye-laws have provisions that could have an anti-takeover effect. These provisions of the bye-laws are summarized below.

        Foster Wheeler Ltd.'s board of directors is divided into three classes serving staggered three-year terms. Directors can be removed from office only for cause, by the affirmative vote of the holders of two-thirds of the issued shares generally entitled to vote. The board of directors does not have the power to remove directors. Vacancies on the board of directors may only be filled by the remaining directors and not by the shareholders. Each of these provisions can delay a shareholder from obtaining majority representation on the board of directors.

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        Foster Wheeler Ltd.'s board of directors consists of not less than three nor more than twenty persons, the exact number to be set from time to time by a majority of the whole board of directors. Accordingly, the board of directors, and not the shareholders, has the authority to determine the number of directors and could delay any shareholder from obtaining majority representation on the board of directors by enlarging the board of directors and filling the new vacancies with its own nominees until a general meeting at which directors are to be elected.

        At any annual general meeting of shareholders, the only business that may be conducted is as shall have been brought before the meeting by or at the direction of the board or by any shareholder who complies with certain notice procedures. To be timely for inclusion in Foster Wheeler Ltd.'s proxy statement, a shareholder's notice of a shareholder proposal must be received not less than 120 days prior to the first anniversary of the date on which Foster Wheeler Ltd. first mailed its proxy materials for the preceding year's annual general meeting. To be timely for consideration at the annual meeting of shareholders, a shareholder's notice must be received no less than 45 days prior to the first anniversary of the date on which Foster Wheeler Ltd. first mailed its proxy materials for the preceding year's annual meeting. Under Bermuda law, not less than one hundred shareholders, or shareholders holding at least 5% of the voting power of Foster Wheeler Ltd., may require Foster Wheeler Ltd. give notice of a resolution that may properly be moved at an annual general meeting, or to circulate to shareholders entitled to notice of any meeting a statement of any proposed resolution or business to be dealt with at that meeting.

        Subject to the terms of any other class of shares in issue, any action required or permitted to be taken by the holders of Foster Wheeler Ltd.'s common shares must be taken at a duly called annual or special general meeting of shareholders unless taken by written consent of all holders of voting shares. Under the bye-laws, special general meetings may only be called by a majority of the entire board of directors. Under Bermuda law, a special general meeting must also be called upon the request of shareholders holding at least 10% of the paid-up capital of a company carrying the right to vote. The bye-laws of Foster Wheeler Ltd. provide that any action to be taken at such a shareholder meeting would require the approval of 100% of the shares eligible to vote at such meeting.

        Foster Wheeler Ltd.'s board of directors is authorized, without obtaining any vote or consent of the holders of any class or series of shares unless expressly provided by the terms of issue of a class or series, to from time to time issue any other classes or series of shares with the designations, rights, preferences, limitations and voting rights, if any, as they consider fit. The board of directors could authorize the issuance of preferred shares with terms and conditions that could discourage a takeover or other transaction that holders of some or a majority of the common shares might believe to be in their best interests or in which holders might receive a premium for their shares over the then market price of the shares.

        Certain business combinations between Foster Wheeler Ltd. and an interested members are prohibited. Specifically, business combinations between an interested member and Foster Wheeler Ltd. are prohibited for a period of five years after the time the interested member acquires 20% or more of the outstanding voting shares, unless the business combination or the transaction resulting in the person becoming an interested member is approved by the board of directors prior to the date the interested member acquires 20% or more of the outstanding voting shares.

        "Business combinations" is defined broadly to include amalgamations or consolidations with Foster Wheeler Ltd. or its subsidiaries, sales or other dispositions of assets having an aggregate value of 10% or more of the aggregate market value of the consolidated assets, aggregate market value of all outstanding shares, consolidated earning power or consolidated net income of Foster Wheeler Ltd., adoption of a plan or proposal for liquidation and most transactions that would increase the interested member's proportionate share ownership in Foster Wheeler Ltd.

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        "Interested member" is defined as a person who, together with any affiliates and/or associates of that person, beneficially owns, directly or indirectly, 20% or more of the issued voting shares of Foster Wheeler Ltd.

Certain Provisions of Bermuda Law

        Foster Wheeler Ltd. has been designated by the Bermuda Monetary Authority as a non-resident for Bermuda exchange control purposes. This designation allows Foster Wheeler Ltd. to engage in transactions in currencies other than the Bermuda dollar, and there are no restrictions on its ability to transfer funds, other than funds denominated in Bermuda dollars, in and out of Bermuda or to pay dividends to United States residents who are holders of Foster Wheeler Ltd.'s common shares.

        The Bermuda Monetary Authority has given its consent for the issue and free transferability of all of the common shares of the Company to and between non-residents of Bermuda for exchange control purposes, provided a class of shares of the Company are: (1) listed on an appointed stock exchange, which includes the New York Stock Exchange; (2) quoted in the "Pink Sheets"; or (3) quoted on the OTC Bulletin Board. Approvals or permissions given by the Bermuda Monetary Authority do not constitute a guarantee by the Bermuda Monetary Authority as to performance or creditworthiness. Accordingly, in giving such consent or permissions, the Bermuda Monetary Authority shall not be liable for the financial soundness, performance or default of Foster Wheeler Ltd.'s business or for the correctness of any opinions or statements expressed in this prospectus. Certain issues and transfers of common shares involving persons deemed resident in Bermuda for exchange control purposes require the specific consent of the Bermuda Monetary Authority.

        This prospectus will be filed with the Registrar of Companies in Bermuda pursuant to Part III of the Companies Act 1981 of Bermuda. In accepting this prospectus for filing, the Registrar of Companies in Bermuda shall not be liable for the financial soundness, performance or default of Foster Wheeler Ltd.'s business or for the correctness of any opinions or statements expressed in this prospectus.

        In accordance with Bermuda law, share certificates are only issued in the names of companies, partnerships or individuals. In the case of a shareholder acting in a special capacity, for example as a trustee, certificates may, at the request of the shareholder, record the capacity in which the shareholder is acting. Notwithstanding such recording of any special capacity, Foster Wheeler Ltd. is not bound to investigate or see to the execution of any such trust. Foster Wheeler Ltd. will take no notice of any trust applicable to any of its shares, whether or not it has been notified of such trust.

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COMPARISON OF RIGHTS

        The rights of holders of trust securities are governed by the declaration of trust, the junior subordinated indenture, the guarantee agreement and the Statutory Trust Act of the State of Delaware. The rights of holders of convertible notes are governed by the convertible notes indenture and the global convertible note. The rights of holders of Robbins bonds are governed by 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, or the Robbins indenture. Upon completion of the exchange offer, holders of trust securities, convertible notes and Robbins bonds who have accepted the exchange offer will become holders of common shares of Foster Wheeler Ltd. The rights of holders of common shares will be governed by the Companies Act and Foster Wheeler Ltd.'s memorandum of association and bye-laws. The term "member" when used under the Companies Act and the memorandum of association and bye-laws of Foster Wheeler Ltd. is used interchangeably with the term "shareholder" in this prospectus.

        The rights of holders of 2005 notes are governed by the 2005 notes indenture and the global senior note. The new notes will have identical terms as the 2005 notes, prior to giving effect to the proposed amendments, except that the 2005 notes mature in 2005 and the new notes will mature in            .

        There are many differences between the rights of holders of trust securities under Delaware law, holders of convertible notes issued under an indenture governed by New York law and the rights of holders of Robbins bonds issued under the Robbins indenture governed by Illinois law, and supported by the exit funding agreement which is governed by New York law, on the one hand, and the rights of security holders under Bermuda law, on the other hand, which is modeled after the corporate laws of England. In addition, there are differences between the governing documents of FW Preferred Capital Trust I and Foster Wheeler LLC, on the one hand, and Foster Wheeler Ltd., on the other hand.

        The following discussion is a summary of the material differences between the rights of holders of trust securities, convertible notes and Robbins bonds and holders of common shares. We encourage you to read this summary carefully. This summary does not purport to be complete or to cover all of the respects in which Bermuda law may differ from the laws generally applicable to holders of trust securities, convertible notes and Robbins bonds and, while we believe that this summary is materially accurate, this summary is subject to the complete text of the relevant provisions of the Companies Act, the Statutory Trust Act, the declaration of trust, the indentures, the global notes, and each of Foster Wheeler Ltd.'s and Foster Wheeler LLC's governing documents.

Trust Securities

Provision Applicable to Holders of Trust Securities	Provision Applicable to Holders of Common Shares
Shareholders' Meetings
Meetings of the holders of the trust securities may be called at any time by the administrative trustees to consider and act on any matter on which holders of the trust securities are entitled to act under the terms of the declaration of trust, the terms of the trust securities or the rules of any stock exchange on which the trust securities are then listed or admitted for trading.	Under Bermuda law, an annual general meeting must be convened at least once in every calendar year. A special meeting of shareholders may be convened by the board of directors at any time and must be convened upon the request of shareholders holding at least 10% of the paid-up capital of a company carrying the right to vote at shareholders' meetings.
The administrative trustees shall call a meeting of the holders of a class of trust securities if directed to do so by the holders of at least 10% of the aggregate liquidation amount of such class.

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Quorum
There are no quorum requirements for meetings of holders of trust securities.	The bye-laws of Foster Wheeler Ltd. provide that one or more persons, present in person and representing in person or by proxy more than 50% of the shares issued and entitled to vote thereat, shall constitute a quorum at all meetings of the shareholders for the transaction of business (including the approval of an amalgamation) except as otherwise provided by the Companies Act.
Notice of Meetings
Notice of meeting of the holders of the trust securities must be given at least seven days and not more than 60 days before the date of such meeting.	Notice of an annual general meeting must be given at least 10 days and not more than 60 days before the date of such meeting. Notice of a special general meeting must be given at least 30 days and not more than 60 days before the date of such meeting.
Election and Removal of Directors/Trustees
If an event of default under the junior subordinated indenture has occurred and is continuing, the holders of a majority of the aggregate liquidation amount of the trust securities will be entitled to appoint, remove or replace the property trustee and/or the Delaware trustee for the trust.    In no event do the holders of the trust securities have the right to vote to remove or replace the administrative trustees; such voting rights are vested exclusively in the holders of the common securities of the trust.	The Foster Wheeler Ltd. bye-laws provide that its board shall consist of between three and twenty directors, and the number of directors within such minimum and maximum limitations is fixed from time to time by a resolution adopted by a majority of the board then elected. The board of directors currently consists of seven directors. The board is divided into three classes that are, as nearly as possible, of equal number. Each class of directors is elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting.
	Any shareholder wishing to nominate for election as a director someone who is not nominated by the board of Foster Wheeler Ltd. must give notice of the intention to nominate the person for election. Foster Wheeler Ltd.'s bye-laws provide that such notice must be given not less than one-hundred and twenty days before release of Foster Wheeler Ltd.'s proxy statement in connection with the previous year's annual general meeting.
	A director may be removed, with cause, by the affirmative vote of the holders of at least 662/3% of the shares entitled to vote at an election of directors, provided notice is given to the director of the shareholders meeting convened to remove the director. The notice must contain a statement of the intention to remove the director and must be served on the director not less than fourteen days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal. The bye-laws of Foster Wheeler Ltd. provide that vacancies on the board and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of directors then in office. A vote of the board to replace a director will include an assignment of the replacement director to the class of which the former director was a member, and the replacement director holds office until the time at which the former director's term of office expires. Directors elected to fill newly created directorships hold office until the third annual general meeting following the date of their election.

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Approval Requirements Generally
Holders of the trust securities generally do not have voting rights. However, termination of the junior subordinated indenture may not be effective without the prior consent of the holders of at least a majority in aggregate liquidation amount of all the outstanding trust securities, unless and until the principal of (and premium, if any, on) the junior subordinated debentures and all accrued and unpaid interest have been paid in full and certain other conditions are satisfied.	Each holder of common shares is entitled to one vote in person, or by proxy, for each common share registered in the name of such holder.
No amendment, modification or termination of the junior subordinated indenture or the junior subordinated debentures, may be made by the property trustee, as holder of the junior subordinated debentures, without the prior consent of (1) each holder of the trust securities, in the case of an amendment to (A) change the stated maturity on the debentures, reduce the rate or extend the time of payment of interest on, or reduce the principal amount thereof, or reduce any amount payable on prepayment thereof, or make the principal thereof or any interest premium thereon payable in any coin or currency other than that provided in such debentures, or impair or affect the right of any holder thereof to institute suit for payment thereof, (B) reduce the percentage of holders of debentures of any series required for amendments to the junior subordinated indenture or the junior subordinated debentures or (C) modify provisions of the junior subordinated indenture relating to (i) the direction of proceedings by holders of the junior subordinated debentures for any remedy available to the trustee (ii) waiver of defaults under the junior subordinated indenture or (iii) the amendment provisions discussed in this paragraph, except to increase any such percentage or to provide that certain other provisions cannot be modified without the consent of each holder or (2) 662/3% of the aggregate liquidation amount of the trust securities voting together as a single class, in the case of other amendments to the junior subordinated indenture. In addition, any amendment to the guarantee agreement that materially adversely affects the rights of the holders of the trust securities requires the approval of at least 662/3% of the aggregate liquidation amount of the trust securities.

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Amendment of Constitutional Documents and Terms of Securities

If any amendment would (1) adversely affect the powers, preferences or special rights of the holders of the trust securities and the common securities of the trust whether by amendment to the declaration of trust or otherwise, (2) result in the dissolution, winding up or termination of the trust other than pursuant to the terms of the Declaration of Trust, (3) change the amount or timing of any distribution of the trust securities or common securities of the trust or otherwise adversely affect the amount of any distribution required to be made in respect of the trust securities or common securities of the trust as of a specified date, or (4) restrict the right of a holder of trust securities or common securities of the trust to institute suit for the enforcement of any such payment on or after such date, then the holders of the trust securities and common securities of the trust voting together as a single class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of each of the holders of the trust securities and common securities of the trust affected thereby. Any amendment that would adversely affect only the trust securities or the common securities of the trust must be approved by a majority of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid distributions to the date upon which the voting percentages are determined) of such class affected thereby.

Under the Companies Act, amendments to the memorandum of association of a Bermuda company must be approved by a majority of the shareholders voting on the amendments and certain amendments to the company's objects (i.e., business purposes) may require approval by the Bermuda Minister of Finance. Under the Companies Act, the bye-laws may be amended by a resolution of the board of directors and a resolution of the shareholders approved by a majority of the shareholders voting on the amendment, unless a greater shareholder vote is required under the bye-laws. The Foster Wheeler Ltd. bye-laws require a unanimous vote of the shareholders on any resolution to amend the bye-laws presented without the prior approval of the board of directors, provided that any proposed amendment to the bye-law relating to removal of directors must be approved by the board and by the affirmative vote of the holders of 75% of the voting shares of Foster Wheeler Ltd. If a proposed rescission, alteration or amendment varies the rights attached to a class of shares, the bye-law relating to a variation of class rights must be complied with. That bye-law provides that if at any time Foster Wheeler Ltd. has more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may be varied either: (i) with the consent in writing of the holders of all of the issued shares of that class; or (ii) with the sanction of a resolution passed by a majority in number equal to three-fourths of the issued shares at a general meeting of the relevant class of shareholders at which a quorum consisting of at least two persons holding or representing one-third of the issued shares of the relevant class is present. Foster Wheeler Ltd.'s bye-laws specify that the creation or issue of shares ranking equally with existing shares will not, unless expressly provided by the terms of issue of those shares, vary the rights attached to existing shares.

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	Foster Wheeler Ltd.'s bye-laws also provide that the memorandum of association and the bye-laws may not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Shares so as to effect them adversely without the affirmative vote of the holders of at least two-thirds of the issued Series A Junior Participating Preferred Shares voting as a single class.
Approval of Business Combinations
Generally, the trust may not merge with, or undertake any other business combination as described in the declaration of trust, with any corporation or other body. However, the trust may, at the request of the Foster Wheeler LLC or with the consent of the administrative trustees, or if there are more than two, a majority of the administrative trustees and without the consent of the holders of the trust securities or common securities of the trust, the Delaware trustee or the property trustee, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties substantially as an entirety to a trust organized as such under the laws of any state if certain conditions are met (including the assumption of all of the obligations of the trust by the successor entity and the substitution for the trust securities of other securities having the same terms as the trust securities). The trust may not, except with the consent of holders of 100% in aggregate liquidation amount of the outstanding trust securities and common securities of the trust, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it, if such action would cause the trust or successor entity to be classified as other than a grantor trust for U.S. federal income tax purposes and each holder of the trust securities or common securities of the trust not to be treated as owning an undivided interest in the junior subordinated debentures.	The amalgamation of a Bermuda company with another company or corporation (other than certain affiliated companies) requires the amalgamation agreement to be approved by the company's board of directors and by its shareholders. Shareholder class approval is also required if the amalgamation agreement constitutes a variation of the rights attaching to that class of shares. Unless the company's bye-laws provide otherwise the approval of 75% of the shareholders voting at such general and class meetings is required to approve the amalgamation agreement. Also, the quorum for such meetings must be two persons holding or representing more than one-third of the issued shares of the company or the class. Each share carries the right to vote in respect of an amalgamation, whether or not it otherwise carries the right to vote. Foster Wheeler Ltd.'s bye-laws provide that an amalgamation requires the approval of two-thirds of the votes cast at a general meeting of the shareholders where one or more persons representing in person or by proxy a majority of all issued shares entitled to vote thereat constitutes a quorum. Foster Wheeler Ltd.'s bye-laws further provide that certain business combinations (which include an amalgamation) entered into with a shareholder that beneficially owns, directly or indirectly, 20% or more of the voting shares of Foster Wheeler Ltd. that have not been approved by the board of directors prior to the date such shareholder acquired the 20% (or greater) holding must be approved by the holders of a majority of the voting shares that are not held by such shareholder, its affiliates or associates, at a meeting held no earlier than five years following the date upon which that shareholder first acquired 20% or more of the voting shares.

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Dissenters' Rights
Holders of trust securities do not have dissenters' rights.	Under the Companies Act, a dissenting shareholder of a company participating in an amalgamation (other than an amalgamation between a company and certain affiliated companies) may apply to the court to appraise the fair value of his or her shares.
Distributions and Dividends
Distributions on the trust securities are payable on a quarterly basis, but only to the extent that payments are made by Foster Wheeler LLC on the junior subordinated debentures and only to the extent that the trust has sufficient funds available to make such payments. If Foster Wheeler LLC defers interest payments on the junior subordinated debentures, the trust will also defer quarterly distributions on the trust securities. During a deferral period, the amount of distributions due to the holder would continue to accrue and such deferred distributions will themselves accrue interest. Deferral periods may not exceed 20 consecutive quarterly periods.	Under the Companies Act, the board of directors of Foster Wheeler Ltd. may declare and pay dividends out of profits of Foster Wheeler Ltd. available for that purpose or make distributions out of contributed surplus as long as there are no reasonable grounds for believing that Foster Wheeler Ltd is, or after the payment of such dividend or distribution would be, unable to pay its liabilities as they became due or that the realizable value of Foster Wheeler Ltd.'s assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts.
The holders are entitled to receive cumulative cash distributions at an annual rate of 9%. Distributions accrue from the date the trust issues the trust securities and will be paid quarterly in arrears on January 15, April 15, July 15 and October 15 and January 15 of each year, beginning April 15, 1999.

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Repurchase and Redemptions
The trust will redeem all of the trust securities when the junior subordinated debentures are paid at maturity on January 15, 2029. In addition, if Foster Wheeler LLC redeems any junior subordinated debentures before their maturity, the trust must use the cash it receives on the redemption of the junior subordinated debentures to redeem, on a pro rata basis, trust securities and common securities of the trust having a total liquidation amount equal to the total principal amount of the junior subordinated debentures redeemed. Foster Wheeler LLC has the right to redeem the junior subordinated debentures before their maturity at 100% of their principal amount plus accrued and unpaid interest to the date of redemption: (1) on one or more occasions any time on or after January 15, 2004; and (2) at any time, if Foster Wheeler LLC receives an opinion of counsel as to certain changes in tax or investment company law or regulations, provided Foster Wheeler LLC chooses to redeem within 90 days of the occurrence of the receipt of the opinion. If Foster Wheeler LLC redeems the junior subordinated debentures because of the receipt of an opinion discussed in the prior sentence, it must redeem all of them.	Under the Companies Act, a company may repurchase its own shares. However, the funds for such a repurchase must be either (i) capital paid-up on the shares in question; (ii) proceeds of a new issue of shares made for the purposes of the repurchase; or (iii) funds which would otherwise be available for dividend or distribution. Furthermore, any premium which is payable on the repurchase must be provided out of funds which would otherwise be available for dividend or distribution or out of the company's share premium account prior to the repurchase. No repurchase may be effected if there are reasonable grounds for believing that the company is, or after effecting the repurchase would be, unable to pay its liabilities as they become due.
Enforcement Rights
If an event of default with respect to the junior subordinated debentures has occurred and is continuing and such event is attributable to the failure of Foster Wheeler LLC to pay any amounts in respect of such junior subordinated debentures on the date such amounts are otherwise payable, a holder of the trust securities may institute a legal proceeding directly against Foster Wheeler LLC for enforcement of payment to such holder of an amount equal to the aggregate liquidation amount of the trust securities held by such holder. Foster Wheeler LLC may not amend the indenture or the junior subordinated debentures to remove this right to bring an action without the prior written consent of the holders of all of the trust securities. In connection with such action, the rights of Foster Wheeler LLC will be subrogated to the rights of such holder of the trust securities under the declaration of trust to the extent of any payment made by Foster Wheeler LLC to such holder of trust securities in such action. Consequently, Foster Wheeler LLC will be entitled to payment of amounts that a holder of trust securities receives in respect of an unpaid distribution that resulted in the bringing of an action to the extent that such holder receives or has already received full payment with respect to such unpaid distribution from the trust. The holders of trust securities will not be able to exercise directly any other remedy available to the holders of junior subordinated debentures.	The Bermuda courts ordinarily would be expected to follow English precedent, which would permit a shareholder to commence an action in the name of the company to remedy a wrong done to the company only (i) where the act complained of is alleged to be beyond the corporate power of the company or is illegal; (ii) where the act complained of is alleged to constitute a fraud against the minority shareholders by those controlling the company; provided that the majority shareholders have used their controlling position to prevent the company from taking action against the wrongdoers; (iii) where an act requires approval by a greater percentage of the company's shareholders than actually approved it; or (iv) where such an action is necessary in order that there not be a violation of the company's memorandum of association or bye-laws. When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company's affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.

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Guarantees
The obligations of the trust are guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC. The guarantees rank junior in right of payment to all liabilities of the guarantors.	The common shares are not guaranteed by any entity.
Derivative Suits
The Statutory Trust Act of the State of Delaware provides that a beneficial owner may bring an action in the Court of Chancery in the right of a statutory trust to recover a judgment in its favor if the trustees with the authority to do so have refused to bring the action or if an effort to cause those trustees to bring the action is not likely to succeed. If the property trustee fails to enforce its rights under the junior subordinated debentures after a holder of trust securities has made a written request, such holder of trust securities may, to the extent permitted by applicable law, institute a legal proceeding directly against Foster Wheeler LLC to enforce the property trustee's rights under the indenture without first instituting any legal proceeding against the property trustee or any other person or entity.	The Bermuda courts ordinarily would be expected to follow English precedent, which would permit a shareholder to commence an action in the name of the company to remedy a wrong done to the company only (i) where the act complained of is alleged to be beyond the corporate power of the company or illegal; (ii) where the act complained of is alleged to constitute a fraud against the minority shareholders by those controlling the company; provided that the majority shareholders have used their controlling position to prevent the company from taking action against the wrongdoers; (iii) where an act requires approval by a greater percentage of the company's shareholders than actually approved it; or (iv) where such an action is necessary in order that there not be a violation of the company's memorandum of association or bye-laws.
Indemnification of Directors, Officers and Trustees
Foster Wheeler LLC has agreed to indemnify to the fullest extent permitted by law any administrative trustee, any affiliate of an administrative trustee, any officers, directors, shareholders, members, partners, employees, representatives or agents of any administrative trustee or any affiliate thereof, or any officer or agent of FW Preferred Capital Trust I or its affiliates other than the property trustee, the Delaware trustee and their respective affiliates.	Under the Companies Act, a company is permitted to indemnify any officer or director against (i) any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favor, or in which he or she is acquitted, or in connection with any application under relevant Bermuda legislation in which relief from liability is granted to him or her by the court and (ii) any loss or liability resulting from negligence, default, breach of duty or breach of trust, except for his or her fraud or dishonesty. The bye-laws of Foster Wheeler Ltd. provide for the indemnity by Foster Wheeler Ltd. of the officers and directors of Foster Wheeler Ltd., except with respect to fraud, dishonesty or willful misconduct.

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Limited Liability of Directors and Officers
Except as expressly set forth in the declaration of trust, the guarantee agreement and the terms of the trust securities, the officers and directors of Foster Wheeler LLC: (1) shall not be personally liable for the return of any portion of the capital contributions (or any return thereon) of the holders of the trust securities which shall be made solely from assets of the trust; and (2) shall not be required to pay to the trust or to any holder of trust securities any deficit upon dissolution of the trust or otherwise.	Under the Companies Act, a director must observe the statutory duty of care which requires such director to act honestly and in good faith with a view to the best interests of the company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Directors are also subject to common law fiduciary duties which require directors to act in what they reasonably believe to be the best interests of the company and for a proper purpose. Bermuda law renders void any provision in the bye-laws or any contract between a company and any such director exempting him or her from or indemnifying him or her against any liability in respect of any fraud or dishonesty of which he or she may be guilty in relation to the company. Foster Wheeler Ltd.'s bye-laws contain a provision by virtue of which its shareholders waive any claim or right of action that they have, both individually and on Foster Wheeler Ltd.'s behalf, against any director or officer in relation to any action or failure to take action by such director or officer, except in respect of any fraud or dishonesty of such director or officer.
Inspection of Books and Records
Each holder of trust securities has the right, subject to such reasonable standards (including standards governing what information and documents are to be furnished at what time and location and at whose expense) as may be established by the trustees, to obtain from the trust, from time to time upon reasonable demand for any purpose reasonably related to the holder's interest in the trust, business and financial records of the trust.	Bermuda law provides the general public with a right of inspection of a Bermuda company's public documents at the office of the Registrar of Companies in Bermuda, and provides a Bermuda company's shareholders with a right of inspection of such company's bye-laws, minutes of general shareholders' meetings and audited financial statements. The register of shareholders is also open to inspection by shareholders free of charge and, upon payment of a small fee, by any other person. A Bermuda company is required to maintain its share register in Bermuda but may establish a branch register outside of Bermuda. A Bermuda company is required to keep at its registered office a register of its directors and officers which is open for inspection by members of the public without charge.

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Convertible Notes

Provision Applicable to Holders of Convertible Notes	Provision Applicable to Holders of Common Shares
Shareholders' Meetings
A meeting of the holders of convertible notes may be called by the Trustee, the Company or holders of at least 10% in aggregate principal amount of convertible notes to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by the indenture to be made, given or taken by holders of the convertible notes. Notice of every meeting will be given not less than 21 days nor more than 180 days prior to the meeting date and will set forth the time and place of such meeting and the action proposed to be taken.	Under Bermuda Law, an annual general meeting must be convened at least once in every calendar year. A special meeting of shareholders may be convened by the board of directors at any time and must be convened upon the request of shareholders holding at least 10% of the paid-up capital of a company carrying the right to vote at shareholders' meetings.
Quorum
The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate principal amount of the convertible notes at the time outstanding and, at any reconvened meeting adjourned for lack of a quorum, 25% of the aggregate principal amount.	The bye-laws of Foster Wheeler Ltd. provide that one or more persons, present in person and representing in person or by proxy more than 50% of the shares issued and entitled to vote thereat, shall constitute a quorum at all meetings of the shareholders for the transaction of business (including the approval of an amalgamation) except as otherwise provided by the Companies Act
Notice of Meetings
A special meeting of holders of convertible notes may be called by the holders of at least 10% in aggregate principal amount of the convertible notes, upon not less than 21 days or more than 180 days notice.	Notice of an annual general meeting must be given at least 10 days and not more than 60 days before the date of such meeting. Notice of a special general meeting must be given at least 30 days and not more than 60 days before the date of such meeting.
Election and Removal of Directors/Trustees
Holders of the convertible notes do not have the right to elect or remove directors.	The Foster Wheeler Ltd. bye-laws provide that its board shall consist of between three and twenty directors, and the number of directors within such minimum and maximum limitations is fixed from time to time by a resolution adopted by a majority of the board then elected. The board of directors currently consists of seven directors. The board is divided into three classes that are, as nearly as possible, of equal number. Each class of directors is elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting.

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		Any shareholder wishing to nominate for election as a director someone who is not nominated by the board of Foster Wheeler Ltd. must give notice of the intention to nominate the person for election. Foster Wheeler Ltd.'s bye-laws provide that such notice must be given not less than one-hundred and twenty days before release of Foster Wheeler Ltd.'s proxy statement in connection with the previous year's annual general meeting.
		A director may be removed, with cause, by the affirmative vote of the holders of at least 662/3% of the shares entitled to vote at an election of directors, provided notice is given to the director of the shareholders meeting convened to remove the director. The notice must contain a statement of the intention to remove the director and must be served on the director not less than fourteen days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal. The bye-laws of Foster Wheeler Ltd. provide that vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office. A vote of the board to replace a director will include an assignment of the replacement director to the class of which the former director was a member, and the replacement director holds office until the time at which the former director's term of office expires. Directors elected to fill newly created directorships hold office until the third annual general meeting following the date of their election.
Approval Requirements Generally
Changes Requiring Majority Approval          The indenture (including the terms and conditions of the notes and the guarantee) may be modified or amended either:		Each holder of common shares is entitled to one vote in person, or by proxy, for each common share registered in the name of such holder.
•	with the written consent of the holders of at least a majority in aggregate principal amount of the notes at the time outstanding, or
•	by the adoption of a resolution at a meeting of holders by at least a majority in aggregate principal amount of the notes represented at such meeting.

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Changes Requiring Approval of Each Affected Holder The indenture (including the terms and conditions of the convertible notes and the guarantee) cannot be modified or amended without the written consent or the affirmative vote of the holder of each convertible note affected by such change to:
•	impair the right to institute suit for the enforcement of any payment on or with respect to any convertible note, or
•	modify Foster Wheeler Ltd.'s obligations to maintain an office or agency in New York City.
Amendment of Constitutional Documents and Terms of Securities
Changes Requiring Majority Approval         The indenture (including the terms and conditions of the notes and the guarantee) may be modified or amended either:                 •    with the written consent of the holders of at least a majority in aggregate principal amount of the notes at the time outstanding, or         •     by the adoption of a resolution at a meeting of holders by at least a majority in aggregate principal amount of the notes represented at such meeting.		Under the Companies Act, amendments to the memorandum of association of a Bermuda company must be approved by a majority of the shareholders voting on the amendments and certain amendments to the company's objects (i.e., business purposes) may require approval by the Bermuda Minister of Finance. Under the Companies Act, the bye-laws may be amended by a resolution of the board of directors and a resolution of the shareholders approved by a majority of the shareholders voting on the amendment, unless a greater shareholder vote is required under the bye-laws. The Foster Wheeler Ltd. bye-laws require a unanimous vote of the shareholders on any resolution to amend the bye-laws presented without the prior approval of the board provided that any proposed amendment to the bye-law relating to removal of directors must be approved by the board and by the affirmative vote of the holders of 75% of the voting shares of Foster Wheeler Ltd. If a proposed rescission, alteration or amendment varies the rights attached to a class of shares, the bye-law relating to a variation of class rights must be complied with. That bye-law provides that if at any time Foster Wheeler Ltd. has more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may be varied either: (i) with the consent in writing of the holders of all of the issued shares of that class; or (ii) with the sanction of a resolution passed by a majority in number equal to three-fourths of the issued shares at a general meeting of the relevant class of shareholders at which a quorum consisting of at least two persons holding or representing one-third of the issued shares of the relevant class is present. Foster Wheeler Ltd.'s bye-laws specify that the creation or issue of shares ranking equally with existing shares will not, unless expressly provided by the terms of issue of those shares, vary the rights attached to existing shares.

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		Foster Wheeler Ltd.'s bye-laws also provide that the memorandum of association and the bye-laws may not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Shares so as to effect them adversely without the affirmative vote of the holders of at least two-thirds of the issued Series A Junior Participating Preferred Shares voting as a single class.
Changes Requiring Approval of Each Affected Holder
The indenture (including the terms and conditions of the convertible notes and the guarantee) cannot be modified or amended without the written consent or the affirmative vote of the holder of each convertible note affected by such change to:
•	change the maturity of the principal of or any installment of interest on any convertible note (including any payment of liquidated damages),
•	reduce the principal amount of, or any premium or interest on (including any payment of liquidated damages), any convertible note,
•	change the currency of payment of such convertible note or interest thereon,
•	impair the right to institute suit for the enforcement of any payment on or with respect to any convertible note,
•	modify Foster Wheeler Ltd.'s obligations to maintain an office or agency in New York City,

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•	except as otherwise permitted or contemplated by provisions concerning corporate reorganizations, adversely affect the repurchase option of holders upon a change of control or the conversion rights of holders of the convertible notes,
•	modify the subordination provisions of the indenture or the guarantee of Foster Wheeler LLC in a manner adverse to the holders of convertible notes,
•	modify the redemption provisions of the indenture in a manner adverse to the holders of convertible notes,
•	reduce the percentage in aggregate principal amount of convertible notes outstanding necessary to modify or amend the indenture or to waive any past default, or
•	reduce the percentage in aggregate principal amount of convertible notes outstanding required for the adoption of a resolution or the quorum required at any meeting of holders of convertible notes at which a resolution is adopted.
Approval of Business Combinations
The consent of holders of at least a majority in aggregate principal amount of the convertible notes is needed for Foster Wheeler Ltd. or Foster Wheeler LLC to consolidate, merge or transfer substantially all of their assets and properties to a person that is not a U.S. or Bermuda corporation, partnership or trust.		The amalgamation of a Bermuda company with another company or corporation (other than certain affiliated companies) requires the amalgamation agreement to be approved by the company's board of directors and by its shareholders. Shareholder class approval is also required if the amalgamation agreement constitutes a variation of the rights attaching to that class of shares. Unless the company's bye-laws provide otherwise the approval of 75% of the shareholders voting at such general and class meetings is required to approve the amalgamation agreement. Also, the quorum for such meetings must be two persons holding or representing more than one-third of the issued shares of the company or the class. Each share carries the right to vote in respect of an amalgamation, whether or not it otherwise carries the right to vote. Foster Wheeler Ltd.'s bye-laws provide that an amalgamation requires the approval of two-thirds of the votes cast at a general meeting of the shareholders where one or more persons representing in person or by proxy a majority of all issued shares entitled to vote thereat constitutes a quorum.

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	Foster Wheeler Ltd.'s bye-laws further provide that certain business combinations (which include an amalgamation) entered into with a shareholder that beneficially owns, directly or indirectly, 20% or more of the voting shares of Foster Wheeler Ltd. that have not been approved by the board of directors prior to the date such shareholder acquired the 20% (or greater) holding must be approved by the holders of a majority of the voting shares that are not held by such shareholder, its affiliates or associates, at a meeting held no earlier than five years following the date upon which that shareholder first acquired 20% or more of the voting shares.
Dissenters' Rights
Holders of convertible notes may require Foster Wheeler Ltd. to repurchase their convertible notes only upon a change of control involving Foster Wheeler Ltd., subject to certain limitations.	Under the Companies Act, a dissenting shareholder of a company participating in an amalgamation (other than an amalgamation between a company and certain affiliated companies) may apply to the court to appraise the fair value of his or her shares.
Distributions and Dividends
The convertible notes bear interest from May 31, 2001 at a rate of 6.50% per year, payable semi-annually on June 1 and December 1 of each year, subject to adjustment upon the occurrence of a change of control involving Foster Wheeler Ltd. or an issuance of rights or warrants to purchase common shares of Foster Wheeler Ltd. below the current market value of the common shares.          Foster Wheeler Ltd. will not pay interest on any note that is converted into common shares of Foster Wheeler Ltd.	Under the Companies Act, the board of directors of Foster Wheeler Ltd. may declare and pay dividends out of profits of Foster Wheeler Ltd. available for that purpose or make distributions out of contributed surplus as long as there are no reasonable grounds for believing that Foster Wheeler Ltd is, or after the payment of such dividend or distribution would be, unable to pay its liabilities as they became due or that the realizable value of Foster Wheeler Ltd.'s assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts.
Repurchase and Redemptions
The convertible notes are redeemable in whole or in part at the option of Foster Wheeler Ltd. beginning June 1, 2004. The aggregate amount of unpaid principal and interest outstanding on the convertible notes is due in full on June 1, 2007.          Holders of convertible notes may require Foster Wheeler Ltd. to repurchase their convertible notes only upon a change of control involving Foster Wheeler Ltd.	Under the Companies Act, a company may repurchase its own shares. However, the funds for such a repurchase must be either (i) capital paid-up on the shares in question; (ii) proceeds of a new issue of shares made for the purposes of the repurchase; or (iii) funds which would otherwise be available for dividend or distribution. Furthermore, any premium which is payable on the repurchase must be provided out of funds which would otherwise be available for dividend or distribution or out of the company's share premium account prior to the repurchase. No repurchase may be effected if there are reasonable grounds for believing that the company is, or after effecting the repurchase would be, unable to pay its liabilities as they become due.

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Enforcement Rights
If Foster Wheeler Ltd. (1) fails to pay any amount due on the convertible notes, including principal, premium, if any, or interest, (2) fails to perform any provision contained in the indenture, (3) upon notice from the trustee or at least 25% in aggregate principal amount of the holders of the convertible notes, defaults in the payment of principal or interest under any of its indebtedness or if such default results in the acceleration of such indebtedness, or if Foster Wheeler LLC defaults in the payment of principal or interest under any of its indebtedness or if such default results in the acceleration of such indebtedness, in amount in excess of $15 million or (4) the guarantee of Foster Wheeler LLC ceases to be in full force or effect, then the trustee or the holders of at least 25% in aggregate principal amount of the convertible notes may declare the convertible notes due and payable at their principal amount together with accrued interest, and thereupon the trustee may, at its discretion, proceed to protect and enforce the rights of the holders of notes by appropriate judicial proceedings. If Foster Wheeler Ltd. files for bankruptcy or similar proceeding, the aggregate principal amount of all the notes and the interest thereon shall become immediately due and payable.	The Bermuda courts ordinarily would be expected to follow English precedent, which would permit a shareholder to commence an action in the name of the company to remedy a wrong done to the company only (i) where the act complained of is alleged to be beyond the corporate power of the company or is illegal; (ii) where the act complained of is alleged to constitute a fraud against the minority shareholders by those controlling the company; provided that the majority shareholders have used their controlling position to prevent the company from taking action against the wrongdoers; (iii) where an act requires approval by a greater percentage of the company's shareholders than actually approved it; or (iv) where such an action is necessary in order that there not be a violation of the company's memorandum of association or bye-laws.          When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company's affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.
Guarantees
The convertible notes are fully and unconditionally guaranteed as to principal, premium, if any, and interest by Foster Wheeler LLC. If Foster Wheeler Ltd. defaults in the payment of the principal of, or premium, if any, or interest on the convertible notes when and as the same becomes due, Foster Wheeler LLC is required to promptly pay such amount in full. In addition, Foster Wheeler LLC has guaranteed all other obligations of Foster Wheeler Ltd. under the convertible notes, including the obligation to deliver common shares of Foster Wheeler Ltd. upon conversion by a holder.	The common shares are not guaranteed by any entity.

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The convertible notes are general unsecured obligations of Foster Wheeler Ltd., subordinated in right of payment to all of its existing and future debt and are effectively subordinated to all indebtedness and liabilities of all subsidiaries of Foster Wheeler Ltd.

The guarantee is subordinate to the prior payment of all senior debt of Foster Wheeler LLC.

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Robbins Bonds

Provision Applicable to Holders of Robbins Bonds	Provision Applicable to Holders of Common Shares
Shareholders' Meetings
Holders of Robbins bonds are not entitled to attend meetings of shareholders or other organizational meetings of Foster Wheeler LLC, Robbins Resource Recovery Partners, L.P., which we refer to as RRRP, the trustee or the Village of Robbins, Cook County, Illinois, unless they are entitled to attend under other applicable law.	Under Bermuda law, an annual general meeting must be convened at least once in every calendar year. A special meeting of shareholders may be convened by the board of directors at any time and must be convened upon the request of shareholders holding at least 10% of the paid-up capital of a company carrying the right to vote at shareholders' meetings.
Quorum
Neither the Robbins indenture nor the exit funding agreement contains provisions for convening meetings of the holders of the Robbins bonds.	The bye-laws of Foster Wheeler Ltd. provide that one or more persons, present in person and representing in person or by proxy more than 50% of the shares issued and entitled to vote thereat, shall constitute a quorum at all meetings of the shareholders for the transaction of business (including the approval of an amalgamation) except as otherwise provided by the Companies Act.
Notice of Meetings
Neither the Robbins indenture nor the exit funding agreement contains provisions for convening meetings of the holders of the Robbins bonds.	Notice of an annual general meeting must be given at least 10 days and not more than 60 days before the date of such meeting. Notice of a special general meeting must be given at least 30 days and not more than 60 days before the date of such meeting.
Election and Removal of Directors/Trustees
Holders of a majority in aggregate principal amount of the Robbins bonds may remove the trustee by notifying the trustee in writing and may appoint a successor trustee with the prior written consent of the issuer of the Robbins bonds. In the event of the resignation of the trustee, the issuer of the Robbins bonds shall appoint a successor trustee and provide notice to the holders of the Robbins bonds. Holders of a majority in aggregate principal amount of the Robbins bonds may remove the successor trustee and appoint a new, successor trustee within one year of its appointment by notifying the issuer of the Robbins bonds, the trustee and RRRP.	The Foster Wheeler Ltd. bye-laws provide that its board shall consist of between three and twenty directors, and the number of directors within such minimum and maximum limitations is fixed from time to time by a resolution adopted by a majority of the board then elected. The board of directors currently consists of seven directors. The board is divided into three classes that are, as nearly as possible, of equal number. Each class of directors is elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting. Any shareholder wishing to nominate for election as a director someone who is not nominated by the board of Foster Wheeler Ltd. must give notice of the intention to nominate the person for election. Foster Wheeler Ltd.'s bye-laws provide that such notice must be given not less than one-hundred and twenty days before release of Foster Wheeler Ltd.'s proxy statement in connection with the previous year's annual general meeting. A director may be removed, with cause, by the affirmative vote of the holders of at least 662/3% of the shares entitled to vote at an election of directors, provided notice is given to the director of the shareholders meeting convened to remove the director. The notice must contain a statement of the intention to remove the director and must be served on the director not less than fourteen days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal. The bye-laws of Foster Wheeler Ltd. provide that vacancies on the board and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office. A vote of the board to replace a director will include an assignment of the replacement director to the class of which the former director was a member, and the replacement director holds office until the time at which the former director's term of office expires. Directors elected to fill newly created directorships hold office until the third annual general meeting following the date of their election.

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Approval Requirements Generally
Holders of the Robbins bonds do not have voting rights with regard to the organization or management of Foster Wheeler LLC, RRRP, or the issuer of the Robbins bonds.	Each holder of common shares is entitled to one vote in person, or by proxy, for each common share registered in the name of such holder.
Holders of a majority in aggregate principal amount of Robbins bonds can generally direct the trustee's actions under the indenture governing the Robbins bonds.
Amendments and supplements of the rights and obligations of the holders of the Robbins bonds require the written consent of a majority in aggregate principal amount of Robbins bonds.
No such amendment or supplement, however, shall, without the consent of each holder of Robbins bonds, (1) reduce the rate of interest on any Robbins bond or extend the time of payment thereof or reduce the amount of principal of any Robbins bond or extend the principal payment date without the consent of each holder so affected, (2) reduce the percentage of holders whose consent is required for the execution of any amendment or supplement to the Robbins indenture, (3) effect a privilege or priority of any bond or bonds over any other bond.

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The Robbins indenture and the Robbins bonds may be amended or supplemented without the consent of the holders of the Robbins bonds if the purpose of the amendment or supplement is:
•	the addition or subtraction of conditions and terms to be observed or performed by the issuer, so long as neither will adversely affect the interests of any holders of Robbins bonds;
•	clarification of ambiguity in the documents;
•	any other modification that will not adversely affect the interests of any holders of Robbins bonds;
•	the issuance of additional bonds;
•	the appointment of a successor trustee;
•	to make changes required by rating agencies as a condition to the issuance or maintenance of a rating on the Robbins bonds, provided that such change will not adversely affect the interests of any holders of Robbins bonds; or
•	to maintain the exclusion from gross income under the provisions of the tax code of the interest on the Robbins bonds.
Amendment of Constitutional Documents and Terms of Securities
Amendments and supplements of the rights and obligations of the holders of the Robbins bonds require the written consent of a majority in aggregate principal amount of Robbins bonds. No such amendment or supplement, however, shall, without the consent of each holder of Robbins bonds, (1) reduce the rate of interest on any Robbins bond or extend the time of payment thereof or reduce the amount of principal of any Robbins bond or extend the principal payment date without the consent of each holder so affected, (2) reduce the percentage of holders whose consent is required for the execution of any amendment or supplement to the Robbins indenture, (3) effect a privilege or priority of any bond or bonds over any other bond. The Robbins indenture and the Robbins bonds may be amended or supplemented without the consent of the holders of the Robbins bonds if the purpose of the amendment or supplement is:                  •    the addition or subtraction of conditions and terms to be observed or performed by the issuer, so long as neither will adversely affect the interests of any holders of Robbins bonds;         •     clarification of ambiguity in the documents;         •     any other modification that will not adversely affect the interests of any holders of Robbins bonds;         •     the issuance of additional bonds;         •     the appointment of a successor trustee;         •     to make changes required by rating agencies as a conditio to the issuance or maintenance of a rating on the Robbins bonds, provided that such change will not adversely affect the interests of any holders of Robbins bonds; or         •     to maintain the exclusion from gross income under the provisions of the tax code of the interest on the Robbins bonds.		Under the Companies Act, amendments to the memorandum of association of a Bermuda company must be approved by a majority of the shareholders voting on the amendments and certain amendments to the company's objects (i.e., business purposes) may require approval by the Bermuda Minister of Finance. Under the Companies Act, the bye-laws may be amended by a resolution of the board of directors and a resolution of the shareholders approved by a majority of the shareholders voting on the amendment, unless a greater shareholder vote is required under the bye-laws. The Foster Wheeler Ltd. bye-laws require a unanimous vote of the shareholders on any resolution to amend the bye-laws presented without the prior approval of the board, provided that any proposed amendment to the bye-law relating to removal of directors must be approved by the board and by the affirmative vote of the holders of 75% of the voting shares of Foster Wheeler Ltd. If a proposed rescission, alteration or amendment varies the rights attached to a class of shares, the bye-law relating to a variation of class rights must be complied with. That bye-law provides that if at any time Foster Wheeler Ltd. has more than one class of shares, the rights attaching to any class, unless otherwise provided for by the terms of issue of the relevant class, may be varied either: (i) with the consent in writing of the holders of all of the issued shares of that class; or (ii) with the sanction of a resolution passed by a majority in number equal to three-fourths of the issued shares at a general meeting of the relevant class of shareholders at which a quorum consisting of at least two persons holding or representing one-third of the issued shares of the relevant class is present. Foster Wheeler Ltd.'s bye-laws specify that the creation or issue of shares ranking equally with existing shares will not, unless expressly provided by the terms of issue of those shares, vary the rights attached to existing shares. Foster Wheeler Ltd.'s bye-laws also provide that the memorandum of association and the bye-laws may not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Shares so as to effect them adversely without the affirmative vote of the holders of at least two-thirds of the issued Series A Junior Participating Preferred Shares voting as a single class.

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Approval of Business Combinations

The exit funding agreement limits the ability of Foster Wheeler LLC to, among other things, merge or consolidate with any other entity, change its form of organization, liquidate or dissolve itself, or sell or transfer all, or substantially all, of its assets without assumption by the surviving entity of Foster Wheeler LLC's obligations under the exit funding agreement. Holders of Robbins bonds do not have the right to approve a business combination of either the issuer of the Robbins bonds or RRRP.

The amalgamation of a Bermuda company with another company or corporation (other than certain affiliated companies) requires the amalgamation agreement to be approved by the company's board of directors and by its shareholders. Shareholder class approval is also required if the amalgamation agreement constitutes a variation of the rights attaching to that class of shares. Unless the company's bye-laws provide otherwise the approval of 75% of the shareholders voting at such general and class meetings is required to approve the amalgamation agreement. Also, the quorum for such meetings must be two persons holding or representing more than one-third of the issued shares of the company or the class. Each share carries the right to vote in respect of an amalgamation, whether or not it otherwise carries the right to vote. Foster Wheeler Ltd.'s bye-laws provide that an amalgamation requires the approval of two-thirds of the votes cast at a general meeting of the shareholders where one or more persons representing in person or by proxy a majority of all issued shares entitled to vote thereat constitutes a quorum.

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	Foster Wheeler Ltd.'s bye-laws further provide that certain business combinations (which include an amalgamation) entered into with a shareholder that beneficially owns, directly or indirectly, 20% or more of the voting shares of Foster Wheeler Ltd. that have not been approved by the board of directors prior to the date such shareholder acquired the 20% (or greater) holding must be approved by the holders of a majority of the voting shares that are not held by such shareholder, its affiliates or associates, at a meeting held no earlier than five years following the date upon which that shareholder first acquired 20% or more of the voting shares.
Dissenters' Rights
Holder of Robbins bonds do not have any dissenters' rights.	Under the Companies Act, a dissenting shareholder of a company participating in an amalgamation (other than an amalgamation between a company and one or more of its wholly-owned subsidiaries or between two or more subsidiaries of the same holding company) may apply to the court to appraise the fair value of his or her shares.

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Distributions and Dividends
Series 1999 C Bonds bear interest at a rate of 7.25% per year, payable semi-annually on April 15 and October 15 of each year, subject to prior redemption. Series 1999 D Bonds accrete interest on their original principal amount at a yield to maturity of 7.00% and in accordance with amounts set forth in the Robbins indenture.	Under the Companies Act, the board of directors of Foster Wheeler Ltd. may declare and pay dividends out of profits of Foster Wheeler Ltd. available for that purpose or make distributions out of contributed surplus as long as there are no reasonable grounds for believing that Foster Wheeler Ltd is, or after the payment of such dividend or distribution would be, unable to pay its liabilities as they became due or that the realizable value of Foster Wheeler Ltd.'s assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts.
Repurchase and Redemptions
The aggregate amount of unpaid principal and interest outstanding on the Series 1999 C Bonds matures, subject to prior redemption, on the following dates and in the following amounts: (1) $17,845,000 on October 15, 2009 and (2) $75,155,000 on October 15, 2024. The aggregate amount of unpaid principal and interest outstanding on the Series 1999 D Bonds matures on October 15, 2009. RRRP can redeem the Robbins bonds prior to maturity at a redemption price of 100% of the principal amount of the Robbins bonds, plus accrued interest, if any, as of the redemption date.	Under the Companies Act, a company may repurchase its own shares. However, the funds for such a repurchase must be either (i) capital paid-up on the shares in question; (ii) proceeds of a new issue of shares made for the purposes of the repurchase; or (iii) funds which would otherwise be available for dividend or distribution. Furthermore, any premium which is payable on the repurchase must be provided out of funds which would otherwise be available for dividend or distribution or out of the company's share premium account prior to the repurchase. No repurchasing may be effected if there are reasonable grounds for believing that the company is, or after effecting the repurchase would be, unable to pay its liabilities as they become due.
Non-RRRP Redemptions
Sinking Fund Installment
The Series 1999 C Bonds are subject to partial redemption on October 15 of each year, beginning October 15, 2000, by application of the trustee of funds on deposit in a sinking fund.
Determination of Taxability
The Robbins bonds are subject to special mandatory redemption within 180 days of the occurrence of (1) a final determination by the Internal Revenue Service or a court of competent jurisdiction or (2) a determination by RRRP or Foster Wheeler LLC, that, as a result of any event, the interest payable on the Robbins bonds is includable for federal income tax purposes in the gross income of an owner or former owner of the Robbins bonds. In the event of a special mandatory redemption, the Robbins bonds are subject to redemption at a redemption price of 100% of the principal amount of such bonds.

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Damage, Condemnation or Loss of Title
The Robbins bonds are subject to partial redemption by application of moneys transferred from insurance and condemnation proceeds account upon the damage, condemnation, or loss of title of the recovery facility.
Retail Rate Litigation Proceeds
The Robbins bonds are subject to special mandatory redemption, in whole or in part, from moneys transferred from the Retail Rate Litigation Proceeds Fund.
Liquidation of DBT Trust Agreement
The Robbins bonds are subject to special mandatory redemption, in whole or in part, from moneys paid to the Trustee from the DBT Trust Agreement.
"Change in Use" Redemption
The Robbins bonds are subject to redemption, in whole or in part, at the option of the issuer of the Robbins bonds on the date that is 101/2 years after the initial exchange date at a redemption price of 100% of the principal amount of the Robbins bonds being redeemed, plus accrued interest, if any, if there is to be a "change in use" effected under Treasury Regulation Section 1.141-12.
Enforcement Rights
In the event that the issuer of the Robbins bonds defaults in the due and punctual payment of principal or interest on the Robbins bonds, which we refer to as a Robbins default, the holders of a majority in aggregate principal amount of Robbins bonds may declare the principal of the accrued interest on the outstanding Robbins bonds to be immediately due and payable.         In the event that Foster Wheeler LLC defaults under the exit funding agreement, the trustee shall immediately declare an amount equal to all exit payments due under the exit funding agreement to be immediately due and payable.          The holder of a majority in aggregate principal amount of Robbins bonds may direct the time, method and place of conducting any proceeding for any remedy available to the trustee. The remedies available to the trustee are limited to: (1) enforcement of the exit funding agreement against Foster Wheeler LLC to pay the principal and interest on the Robbins bonds and (2) application of the funds in the various bond accounts to pay the principal and interest on the Robbins bonds.	The Bermuda courts ordinarily would be expected to follow English precedent, which would permit a shareholder to commence an action in the name of the company to remedy a wrong done to the company only (i) where the act complained of is alleged to be beyond the corporate power of the company or is illegal; (ii) where the act complained of is alleged to constitute a fraud against the minority shareholders by those controlling the company; provided that the majority shareholders have used their controlling position to prevent the company from taking action against the wrongdoers; (iii) where an act requires approval by a greater percentage of the company's shareholders than actually approved it; or (iv) where such an action is necessary in order that there not be a violation of the company's memorandum of association or bye-laws.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

        In the opinion of Foster Wheeler Ltd.'s counsel, King & Spalding LLP, the following is an accurate description of the material U.S. federal income tax considerations generally applicable to (1) holders of trust securities, convertible notes or Robbins bonds, which we refer to as the securities, who hold the securities as capital assets and (2) holders of common shares who hold such common shares as capital assets and who acquire such common shares pursuant to the exchange offer. This description does not address the tax considerations applicable to holders that may be subject to special tax rules, such as:

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financial institutions;



•

insurance companies;



•

real estate investment trusts;



•

regulated investment companies;



•

grantor trusts;



•

tax-exempt organizations;



•

dealers or traders in securities or currencies;



•

holders that hold securities or common shares as part of a position in a straddle or as part of a hedging, conversion or integrated transaction for U.S. federal income tax purposes or U.S. holders, as defined below, that have a functional currency other than the U.S. dollar;



•

holders that actually or constructively own 10 percent or more of our voting stock; or



•

non-U.S. holders, as defined below, that are U.S. expatriates, "controlled foreign corporations," "passive foreign investment companies," or "foreign personal holding companies."

        Moreover, this description does not address the U.S. federal estate and gift tax or alternative minimum tax consequences of the disposition of securities pursuant to the exchange offer or the acquisition, ownership or disposition of common shares. Holders should consult their tax advisors with respect to the application of the U.S. tax laws to their particular situation.

        This description is based on the Internal Revenue Code of 1986, as amended, or the Code, existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions, each as in effect on the date hereof. All of the foregoing are subject to change, possibly with retroactive effect, or differing interpretations which could affect the tax consequences described herein.

        For purposes of this description, a U.S. holder is a beneficial owner of securities or common shares who for U.S. federal income tax purposes is:

•

an individual who is a citizen or resident of the United States;



•

a corporation created or organized in or under the laws of the United States or any State thereof, including the District of Columbia;



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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or



•

a trust if (1) it validly elects to be treated as a United States person for U.S. federal income tax purposes or (2)(a) its administration is subject to the primary supervision of a court within the United States and (b) one or more United States persons have the authority to control all of its substantial decisions.

        A non-U.S. holder is a beneficial owner of securities or common shares that is not a United States person and not a partnership for U.S. federal income tax purposes.

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        If a partnership, or any other entity treated as a partnership for U.S. federal income tax purposes, holds the securities or common shares, the tax treatment of the partnership and a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Such partner should consult its own tax advisor as to the application of the U.S. tax laws to its particular situation.

U.S. Holders

Exchange of Trust Securities for Common Shares

Exchanging Holders

        The exchange of trust securities for common shares pursuant to the exchange offer will be a taxable exchange for U.S. federal income tax purposes. If you are a U.S. holder of trust securities, you will recognize net gain or loss on such exchange in an amount equal to the difference between the fair market value of the common shares received in the exchange offer and your adjusted tax basis in the trust securities exchanged. Because you will not receive any common shares in payment of accrued but unpaid original issue discount, you may be able to recognize an ordinary loss in an amount equal to accrued but unpaid original issue discount that you have previously included in your gross income with respect to your trust securities. Subject to the possibility of recognizing such an ordinary loss and to the discussion below relating to U.S. holders of trust securities with market discount, any gain or loss recognized on the exchange generally will be capital gain or loss. Capital gain of a non-corporate U.S. holder is eligible to be taxed at reduced rates where the property is held for more than one year. The deductibility of capital losses is subject to limitations.

        Gain attributable to accrued market discount as of the date of the exchange not previously included in income will be includible in your gross income as ordinary income and, if you are a non-corporate U.S. holder that has held trust securities for more than one year, will generally be subject to tax at a higher rate than the capital gain rate that otherwise would have applied to such gain. Market discount is the excess, subject to a de minimis exception, as of the date of your acquisition of a trust security, of (1) the security's stated redemption price at maturity, or, if you acquired a trust security after we began deferring payments on the trust securities, the issue price of the trust security increased by the aggregate amount of original issue discount includible in the gross income of holders of the trust security for periods prior to your acquisition, over (2) your tax basis in the trust security. Market discount, if any, accrues from the date you purchase a trust security until its final maturity.

        Capital gain or loss, if any, recognized by you generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes. Ordinary income or loss, if any, recognized by you as described above generally will be treated as foreign source income or loss for U.S. foreign tax credit purposes.

        Your initial tax basis in common shares received pursuant to the exchange offer will equal the fair market value of those shares on the date of the exchange and your holding period for those shares will begin on the day following the date of the exchange.

Non-Exchanging Holders

        If you are a U.S. holder of trust securities and you do not exchange your trust securities for common shares pursuant to the exchange offer, you would be deemed to exchange your trust securities for new trust securities if the proposed amendments to the trust securities indenture and related agreements are adopted and constitute a significant modification of the trust securities for U.S. federal income tax purposes. Whether the proposed amendments constitute a significant modification is a factual issue. Foster Wheeler Ltd. intends to take the position that the proposed amendments do not constitute a significant modification of the trust securities.

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        If the proposed amendments do constitute a significant modification, and thus result in a deemed exchange of trust securities for new trust securities, you generally would not recognize taxable gain or loss if the deemed exchange qualifies as a tax-free "recapitalization." If, however, the deemed exchange does not qualify as a recapitalization and is taxable, you would recognize gain or loss based on the difference between your amount realized and your tax basis in trust securities. Your amount realized would be either (1) the face amount of the trust securities (which could be substantially in excess of their fair market value) or (2) the fair market value of the trust securities on the date of the deemed exchange. Qualification of the deemed exchange as a recapitalization and the appropriate measure for determining your amount realized would depend upon facts and circumstances existing at the time of the deemed exchange.

        The new trust securities deemed received in any deemed exchange, whether or not taxable, could be treated as issued with original issue discount in an amount equal to the excess of their face amount over their fair market value. This excess, which would be greater than the current amount of original issue discount on the trust securities, would be includible in your income over the term of the new trust securities in addition to the stated interest on the securities.

        Because of their factual nature and the lack of clear authority, counsel will not render an opinion on the above issues. Because of this uncertainty, you should consult your tax advisor regarding the possibility that the proposed amendments would constitute a significant modification and the potential tax consequences to you, in your particular situation, of any deemed exchange of trust securities.

Exchange of Convertible Notes for Common Shares

Exchanging Holders

        Classification of Notes as Securities.    The federal income tax consequences to holders who exchange their convertible notes for common shares will depend upon whether the convertible notes constitute "securities" for U.S. federal income tax purposes. The term "security" is not defined in the Code or applicable Treasury regulations and has not been clearly defined by court decisions. Although there are a number of factors that may affect the determination of whether a debt instrument is a "security," one of the most important factors is the original term of the instrument, or the length of time between the issuance of the instrument and its maturity. Foster Wheeler Ltd. intends to take the position that the convertible notes should be treated as "securities" for U.S. federal income tax purposes. However, due to the lack of clear authority with respect to this issue, the treatment of the notes as securities is uncertain. Because of this uncertainty, counsel will not render an opinion on this issue. Holders are urged to consult their own tax advisors regarding the classification of the convertible notes as "securities" for U.S. federal income tax purposes.

        Notes Treated as Securities.    If the convertible notes constitute securities for U.S. federal income tax purposes, the exchange of convertible notes for common shares pursuant to the exchange offer will be a tax-free "recapitalization" for U.S. federal income tax purposes. Accordingly, if you are a U.S. holder of convertible notes, you generally will not recognize gain or loss on the receipt of common shares in exchange for your convertible notes. However, if you are a U.S. holder that will own 5 percent or more of our stock, by vote or value, immediately after the exchange, you may be subject to tax on the exchange unless you enter into a "gain recognition agreement" with the IRS with respect to the convertible notes exchanged. Such holders should consult their own tax advisors.

        Under regulations to be prescribed by the Treasury Department, any accrued market discount on your convertible notes, to the extent not previously included by you as ordinary income, must be treated as ordinary income upon your sale or other taxable disposition of the common shares received in exchange for those convertible notes. Market discount is the excess, as of the date of your acquisition of a convertible note, of the note's stated redemption price at maturity over your tax basis

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in the note, subject to a de minimis rule. Market discount, if any, accrues from the date you purchase a convertible note until its final maturity.

        If you are a U.S. holder, (1) your aggregate initial tax basis of the common shares received in the exchange generally would be the same as the aggregate tax basis of the convertible notes exchanged, and (2) your holding period in the common shares generally would include the period during which you held the convertible notes.

        Notes Not Treated as Securities.    If it is determined that the convertible notes are not "securities," the exchange of convertible notes for common shares should be a taxable event for U.S. federal income tax purposes. In that case, if you are a U.S. holder of convertible notes, you will recognize net gain or loss on such exchange in an amount equal to the difference between the fair market value of the common shares received in the exchange offer and your adjusted tax basis in the convertible notes exchanged. Subject to the discussion below relating to U.S. holders of convertible notes with market discount, and provided that we are not a passive foreign investment company, as described below under "Passive Foreign Investment Company Rules", any gain or loss recognized on the exchange generally will be capital gain or loss. Capital gain of a non-corporate U.S. holder is eligible to be taxed at reduced rates where the property is held for more than one year. The deductibility of capital losses is subject to limitations.

        Gain attributable to accrued market discount as of the date of the exchange not previously included in income will be includible in your gross income as ordinary income and, if you are a non-corporate U.S. holder that has held convertible notes for more than one year, will generally be subject to tax at a higher rate than the capital gain rate that otherwise would have applied to such gain.

        Capital gain or loss, if any, recognized by you generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes. Ordinary income or loss, if any, recognized by you as described above generally will be treated as foreign source income or loss for U.S. foreign tax credit purposes.

        Your initial tax basis in common shares received pursuant to the exchange offer will equal the fair market value of those shares on the date of the exchange and your holding period for those shares will begin on the day following the date of the exchange.

Non-Exchanging Holders

        If you are a U.S. holder of convertible notes and you do not exchange your convertible notes for common shares pursuant to the exchange offer, you would be deemed to exchange your convertible notes for new convertible notes if the proposed amendments to the indenture governing the convertible notes are adopted and constitute a significant modification of the convertible notes for U.S. federal income tax purposes. Whether the proposed amendments to the indenture constitute a significant modification is a factual issue. Foster Wheeler Ltd. intends to take the position that the proposed amendments do not constitute a significant modification of the convertible notes.

        If the proposed amendments do constitute a significant modification, and thus result in a deemed exchange, such a deemed exchange would likely be a taxable event for U.S. federal income tax purposes. In this case, you generally would be subject to consequences similar to those described above under "Notes Not Treated as Securities," except that for purposes of determining your gain or loss on the deemed exchange, your amount realized would be either (1) the face amount of the convertible notes which could be substantially in excess of their fair market value or (2) the fair market value of the convertible notes on the date of the deemed exchange. The appropriate measure for determining your amount realized would depend upon facts and circumstances existing at the time of the deemed exchange. The new convertible notes deemed received in the exchange could be treated as issued with original issue discount in an amount equal to the excess of their face amount over their fair market value. This excess would be includible in your income over the term of the new convertible notes.

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        Because of their factual nature and the lack of clear authority, counsel will not render an opinion on the above issues. Because of this uncertainty, you should consult your tax advisor regarding the possibility that the proposed amendments would constitute a significant modification and the potential tax consequences to you, in your particular situation, of any deemed exchange of convertible notes.

Exchange of Robbins Bonds for Common Shares

Exchanging Holders

        The exchange of Robbins bonds for common shares pursuant to the exchange offer will be a taxable exchange for U.S. federal income tax purposes. If you are a U.S. holder of Robbins bonds, you generally will recognize gain or loss on such exchange in an amount equal to the difference between the fair market value of the common shares received in the exchange offer and your adjusted tax basis in the Robbins bonds exchanged. Subject to the discussion below relating to U.S. holders of Robbins bonds with market discount, any gain or loss recognized on the exchange generally will be capital gain or loss. Capital gain of a non-corporate U.S. holder is eligible to be taxed at reduced rates where the property is held for more than one year. The deductibility of capital losses is subject to limitations.

        Gain attributable to accrued market discount as of the date of the exchange not previously included in income will be includible in your gross income as ordinary income and, if you are a non-corporate U.S. holder that has held Robbins bonds for more than one year, will generally be subject to tax at a higher rate than the capital gain rate that otherwise would have applied to such gain. Market discount is the excess, as of the date of your acquisition of a Robbins bond, of the bond's stated redemption price at maturity over your tax basis in the bond, subject to a de minimis rule. Market discount, if any, accrues from the date you purchase a Robbins bond until its final maturity.

        Capital gain or loss, if any, and any ordinary income attributable to market discount recognized by you on the exchange of Robbins bonds for common shares generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes.

        Your initial tax basis in common shares received pursuant to the exchange offer will equal the fair market value of those shares on the date of the exchange and your holding period for those shares will begin on the day following the date of the exchange.

Non-Exchanging Holders

        We have confirmed with special tax counsel that if you are a U.S. holder of Robbins Bonds and you do not exchange your Robbins Bonds for common shares pursuant to the exchange offer, you will continue to be exempt from U.S. federal income taxation with respect to interest on the Robbins Bonds in the same manner as before the exchange offer.

Ownership of Common Shares

Distributions

        We have not paid a dividend on our common stock since July, 2001 and have no intention of paying any dividends on our common stock in the foreseeable future. If we were to pay dividends in the future, they would be subject to U.S. federal income tax in the manner described below.

        Subject to the passive foreign investment company rules discussed below, if you are a U.S. holder, the gross amount of any distribution made to you with respect to your common shares would be includible in your income as dividend income to the extent paid out of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. Such dividends would not be eligible for the dividends received deduction generally allowed to corporate U.S. holders. To the extent, if any, that the amount of any distribution exceeded our current and accumulated earnings and

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profits as determined under U.S. federal income tax principles, it would be treated first as a tax-free return of your adjusted tax basis in your common shares and thereafter as capital gain. We do not maintain calculations of earnings and profits under U.S. federal income tax principles.

        If you are a U.S. holder, any dividends paid to you with respect to your common shares would generally be treated as foreign source income, which may be relevant in calculating your foreign tax credit limitation. However, as long as 50 percent or more of our stock, by vote or value, is actually or constructively owned by U.S. holders, a portion of such dividends would be treated as U.S. source income to the extent paid out of earnings and profits from U.S. sources. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, any dividends that we distribute generally would constitute "passive income," or, in the case of certain U.S. holders, "financial services income."

        Under recently enacted legislation, certain dividend income received by non-corporate U.S. taxpayers from domestic corporations or "qualified foreign corporations" is eligible to be taxed at reduced rates. However, because Foster Wheeler Ltd. currently is not a qualified foreign corporation, as defined in the Code, dividends on the common shares would not qualify for such reduced rates and would be taxed at ordinary income rates.

Sale or Exchange of Common Shares

        Subject to the passive foreign investment company rules discussed below, if you are a U.S. holder, you generally will recognize gain or loss on the sale or exchange of your common shares equal to the difference between the amount realized on such sale or exchange and your adjusted tax basis in your common shares. Such gain or loss generally will be capital gain or loss, except that gain, if any, recognized by a holder that received such common shares in exchange for convertible notes in a tax-free recapitalization will be treated as ordinary income to the extent the gain is attributable to accrued market discount. Capital gain of a non-corporate U.S. holder is eligible to be taxed at reduced rates where the property is held for more than one year. The deductibility of capital losses is subject to limitations. Capital gain or loss, if any, recognized by you generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes.

Passive Foreign Investment Company Rules

        We believe that we are not a passive foreign investment company, or PFIC, for U.S. federal income tax purposes, and thus that the common shares issued pursuant to the exchange offer should not be treated as stock of a PFIC. This conclusion, however, is a factual determination that is made annually and thus is uncertain and may be subject to change. If the common shares were treated as stock of a PFIC, gain realized on the sale or other disposition of the common shares would in general not be treated as capital gain. Instead, you would be treated as if you had realized such gain, as well as certain "excess distributions", if any, received on the common shares ratably over your holding period for the common shares, as calculated for purposes of the PFIC rules, and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, and subject to an interest charge in respect of the tax attributable to each such year.

Non-U.S. Holders

Exchange of Securities for Common Shares

        If you are a non-U.S. holder, you generally will not be subject to U.S. federal income or withholding tax on any gain realized on the exchange of securities for common shares or, if you are a

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non-tendering holder of securities, on any deemed exchange of securities resulting from the modification of such securities unless:

•

the exchange or deemed exchange is not a tax-free exchange for U.S. federal income tax purposes, and



•

either



•

such gain is effectively connected with your conduct of a trade or business in the United States, or



•

you are an individual and have been present in the United States for 183 days or more in the taxable year of such exchange and certain other conditions are met.

        In addition, you generally will not be subject to U.S. federal income or withholding tax on income attributable to accrued market discount, if any, unless such income is effectively connected with your conduct of a trade or business in the United States.

Ownership of Common Shares

        Subject to the discussion below under "U.S. Backup Withholding Tax and Information Reporting Requirements," if you are a non-U.S. holder, dividends, if any, paid to you generally would not be treated as effectively connected with the conduct of a trade or business in the United States and would be exempt from U.S. federal income tax, including withholding tax, unless you:

•

have an office or other fixed place of business in the United States to which the dividends are attributable, and



•

derive the interest in the active conduct of a banking, financing or similar business within the United States.

        In addition, subject to the discussion below under "U.S. Backup Withholding Tax and Information Reporting Requirements," you generally will not be subject to U.S. federal income or withholding tax on any income or gain realized on the sale or exchange of such common shares unless:

•

such income or gain is effectively connected with your conduct of a trade or business in the United States; or



•

you are an individual and have been present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met.

U.S. Backup Withholding Tax and Information Reporting Requirements

        Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, common shares made within the United States to a holder of common shares, other than an exempt recipient, including a corporation, a payee that is not a United States person that provides an appropriate certification and certain other persons. A payor will be required to withhold backup withholding tax from any payments of dividends on, or the proceeds from the sale or redemption of, common shares within the United States to a holder, other than an exempt recipient, if such holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding tax requirements.

        The above description is not intended to constitute a complete analysis of all tax consequences relating to the exchange of the trust securities, convertible notes or Robbins bonds for common shares and the acquisition, ownership and disposition of common shares. You should consult your own tax advisor concerning the tax consequences to you, in your particular situation, of the exchange offer and of owning common shares.

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LEGAL MATTERS

        The validity of the new notes and the guarantees will be passed upon for Foster Wheeler Ltd. and Foster Wheeler LLC by King & Spalding LLP, New York, New York. The validity of the common shares and the corporate authority of Foster Wheeler Ltd. and Foster Wheeler Holdings Ltd. to issue the guarantees will be passed upon by Bermuda counsel, Conyers Dill & Pearman.

EXPERTS

        The consolidated financial statements of Foster Wheeler Ltd. as of December 27, 2002 and December 28, 2001 and for each of the three years in the period ended December 27, 2002 incorporated in this prospectus by reference to Foster Wheeler Ltd.'s Annual Report on Form 10-K/A-2 for the year ended December 27, 2002 have been so incorporated in reliance on the report, which contains explanatory paragraphs regarding the revision of the consolidated financial statements to include additional disclosure and to correct disclosures required by Rule 3-10 of Regulation S-X of the Securities and Exchange Commission as described in Notes 24a, 24b and 24c, the restatement of Foster Wheeler Ltd.'s 2001 and 2000 consolidated financial statements to correctly account for certain of the Company's benefit plans in accordance with Statement of Financial Accounting Standard, or SFAS, No. 106, "Employers' Accounting for Postretirement Benefit" as described in Notes 2 and 25 to the consolidated financial statements, the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets" as described in Note 2 to the financial statements and for the substantial doubt about Foster Wheeler Ltd.'s ability to continue as a going concern as described in Note 1 to the consolidated financial statements, of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

        The financial statements of:

•

Foster Wheeler LLC at December 27, 2002 and December 28, 2001 and for each of the three years in the period ended December 27, 2002;



•

Foster Wheeler International Holdings, Inc. at December 27, 2002 and December 28, 2001 and for each of the three years in the period ended December 27, 2002;



•

Foster Wheeler International Corporation at December 27, 2002 and December 28, 2001 and for each of the three years in the period ended December 27, 2002;



•

Foster Wheeler Europe Ltd. at December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002;



•

Foster Wheeler Funding LLC at December 27, 2002 and the period from August 13, 2002 (inception) through December 27, 2002;



•

Financial Services S.a.r.l. at December 31, 2002 and 2001, the year ended December 31, 2002 and the period from May 25, 2001 (inception) through December 31, 2001;



•

FW Technology Holdings LLC at December 27, 2002 and December 28, 2001, for each of the two years in the period ended December 27, 2002 and the period from October 19, 2000 (inception) through December 29, 2000; and



•

FW Hungary Licensing LLC at December 31, 2002 and 2001, for each of the two years in the period ended December 31, 2002 and the period from December 1, 2000 (inception) through December 31, 2000,

incorporated in this prospectus by reference to Foster Wheeler Ltd.'s Annual Report on Form 10-K/A-2 for the year ended December 27, 2002 have been so incorporated in reliance on the reports, which each contain an explanatory paragraph regarding the substantial doubt about the ability of each entity to continue as a going concern as described in Note 2 to each of the financial statements and for

110

Foster Wheeler LLC, explanatory paragraphs regarding the restatement of Foster Wheeler Ltd.'s 2001 and 2000 consolidated financial statements to correctly account for certain of the Company's benefit plans in accordance with SFAS No. 106, "Employers' Accounting for Postretirement Benefit" as described in Notes 3 and 24 to the consolidated financial statements and the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets" as described in Note 3 to the consolidated financial statements, of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

        The consolidated financial statements of FW Netherlands CV as of December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002 incorporated in this prospectus by reference to Foster Wheeler Ltd.'s Current Report on Form 8-K filed on December 19, 2003 have been so incorporated in reliance on the report, which contains explanatory paragraphs regarding the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets" as described in Note 4 to the financial statements and for the substantial doubt about FW Netherlands CV's ability to continue as a going concern as described in Note 2 to the consolidated financial statements, of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

        In connection with the securities offered by this prospectus, Foster Wheeler LLC, Foster Wheeler Ltd. and certain subsidiary guarantors have filed a registration statement on Form S-4 under the Securities Act of 1933 with the SEC. This prospectus, filed as part of the registration statement, does not contain all of the information included in the registration statement and the accompanying exhibits and schedules. For further information with respect to our shares, and Foster Wheeler Ltd., you should refer to the registration statement and the accompanying exhibits. Statements contained in this prospectus regarding the contents of any contract or any other documents are not necessarily complete, and you should refer to a copy of the contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by the actual contents of the contract or other document referred to.

        Foster Wheeler Ltd. is subject to the information requirements of the Securities Exchange Act of 1934, and in accordance therewith, Foster Wheeler Ltd. files reports, proxy and information statements and other information with the SEC. Financial information relating to Foster Wheeler LLC and the subsidiary guarantors is included in the notes to Foster Wheeler Ltd.'s consolidated financial statements incorporated by reference into this prospectus.

        You may read and copy any document Foster Wheeler Ltd. files at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains a website that contains reports, proxy and information statements and other information. The website address is http://www.sec.gov.

        A copy of this prospectus will be filed with the Bermuda Registrar of Companies under the Companies Act 1981 of Bermuda. In accepting this prospectus for filing, the Bermuda Registrar of Companies does not accept any responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus.

111

INCORPORATION OF DOCUMENTS BY REFERENCE

        The SEC allows us to "incorporate by reference" into this prospectus certain of the information Foster Wheeler Ltd. files with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference the documents listed below:

•

Foster Wheeler Ltd.'s annual report on Form 10-K for the year ended December 27, 2002 filed on March 25, 2003, as amended by its annual report on Form 10-K/A, filed on June 20, 2003 and its annual report on Form 10-K/A-2 filed on December 19, 2003.



•

Foster Wheeler Ltd.'s quarterly reports on Form 10-Q for the quarters ended (1) March 28, 2003 filed on May 12, 2003, as amended by its quarterly report on Form 10-Q/A, filed on December 19, 2003, (2) June 27, 2003 filed on August 8, 2003, as amended by its quarterly report on Form 10-Q/A, filed on December 19, 2003 and (3) September 26, 2003, filed on November 10, 2003, as amended by its quarterly report on Form 10-Q/A, filed on December 19, 2003.



•

Foster Wheeler Ltd.'s current reports on Form 8-K filed on March 11, 2003 (except with respect to information provided under Item 9 therein), April 7, 2003 (solely with respect to the first, fourth, and sixth paragraphs of Exhibit 99.1 thereto), July 15, 2003 (other than the Report of Independent Accountants and Consent of Independent Accountants contained therein), as amended by its current report on Form 8-K/A filed on December 19, 2003, July 15, 2003, November 10, 2003 (containing information provided under Item 5 therein), November 14, 2003, and December 19, 2003.



•

Foster Wheeler Ltd.'s proxy statement on Schedule 14A for the 2003 annual meeting filed on March 25, 2003.



•

The description of Foster Wheeler Ltd.'s common shares contained in its registration statement on Form 8-A filed on April 26, 2002.

        We will deliver copies of our latest annual report on Form 10-K and quarterly report on Form 10-Q together with this prospectus. You may also request a copy of these filings at no cost, by writing or calling us at:

Foster Wheeler Ltd.
Perryville Corporate Park
Clinton, New Jersey 08809-4000
Attn: Lisa Fries Gardner
Telephone: (908) 730-4000
Facsimile: (908) 730-5300

If you would like to request documents, in order to ensure timely delivery you must do so at least five business days before the expiration of the exchange offer period, initially scheduled for            , 2004. This means you must request this information no later than            , 2004.

112

ENFORCEMENT OF CIVIL LIABILITIES

        Foster Wheeler Ltd. is a Bermuda company. As a result, it may be difficult for you to effect service of process within the United States or to enforce judgments obtained against it in United States courts. Foster Wheeler Ltd. has irrevocably agreed that it may be served process with respect to actions based on offers and sales of securities made in the United States by having Foster Wheeler LLC, Perryville Corporate Park, Clinton, New Jersey 08809-4000, be the United States agent appointed for that purpose.

        Foster Wheeler Ltd. has been advised by Bermuda counsel, Conyers Dill & Pearman, that a judgment for the payment of money rendered by a court in the United States based on civil liability would not be automatically enforceable in Bermuda. It has also been advised by Conyers Dill & Pearman that a final and conclusive judgment obtained in a court in the United States under which a sum of money is payable as compensatory damages may be the subject of an action in the Supreme Court of Bermuda under the common law doctrine of obligation. Such an action should be successful upon proof that the sum of money is due and payable, and without having to prove the facts supporting the underlying judgment, as long as:

(1)

the court that gave the judgment was competent to hear the action in accordance with private international law principles as applied by the courts in Bermuda; and



(2)

the judgment is not contrary to public policy in Bermuda, was not obtained by fraud or in proceedings contrary to natural justice of Bermuda and is not based on an error in Bermuda law.

        A Bermuda court may impose civil liability on Foster Wheeler Ltd., or its directors or officers in a suit brought in the Supreme Court of Bermuda against it or such persons with respect to a violation of U.S. federal securities laws, provided that the facts surrounding such violation would constitute or give rise to a cause of action under Bermuda law.

113

FOSTER WHEELER LTD.

Offer to Exchange Common Shares
for
Any and All outstanding 9.00% Preferred Securities, Series I
Issued by FW Preferred Capital Trust I (Liquidation Amount $25 per Trust Security)
and Guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC

and

Any and All Outstanding 6.50% Convertible Subordinated Notes due 2007 issued by
Foster Wheeler Ltd. and Guaranteed by Foster Wheeler LLC

and

Any and all outstanding 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)

Including in each case Accrued Interest or Dividends

Solicitation of Consents to Proposed Amendments to

the Junior Subordinated Indenture Relating to the 9.00% Junior Subordinated Deferrable Interest
Debentures, Series I of Foster Wheeler LLC and the Guarantee Agreement Relating to the 9.00% Preferred
Securities, Series I of FW Preferred Capital Trust I

and

the Indenture Relating to the 6.50% Convertible Subordinated Notes due 2007.

The dealer manager for this exchange offer is:

Rothschild Inc.
1251 Avenue of the Americas, 51st Floor
New York, New York 10020
(212) 403-3500

The exchange agent for this exchange offer is:

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
(212) 815-3750

The information agent for this exchange offer is:

Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10014
Banks and Brokers call (212) 440-9800
All Other Shareholders call toll free (800) 891-3214

The information contained in this prospectus is not complete and may be changed. We may not complete this exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is operative. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is prohibited.

Subject to Completion, Preliminary Prospectus dated December 19, 2003

PROSPECTUS
Dated                         , 2004

FOSTER WHEELER LLC

Offer to Exchange 6³/4% Senior Notes due            issued by Foster Wheeler LLC and
Guaranteed by Foster Wheeler Ltd. and the subsidiary guarantors
for
any and all outstanding 6³/4% Senior Notes due 2005 issued by Foster Wheeler LLC
and Guaranteed by Foster Wheeler Ltd. and the subsidiary guarantors.
Solicitation of Consents to Proposed Amendments to the
Indenture Relating to the 6³/4% Senior Notes Due 2005

        Subject to the conditions described in this prospectus, Foster Wheeler LLC is offering to exchange its 6³/4% senior notes due    and guaranteed by Foster Wheeler Ltd. and the subsidiary guarantors named in this prospectus, or the new notes, for any and all outstanding 6³/4% senior notes due 2005 issued by Foster Wheeler LLC and guaranteed by Foster Wheeler Ltd. and the subsidiary guarantors named in this prospectus, or the 2005 notes.

        Each holder of 2005 notes will receive $1,000 in principal amount of new notes for each $1,000 in principal amount of 2005 notes tendered in the exchange offer and not withdrawn.

        The new notes will be:

•

the senior secured indebtedness of Foster Wheeler LLC;



•

secured on terms identical to the 2005 notes before giving effect to the proposed amendments as described in this prospectus; and



•

fully and unconditionally guaranteed by Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and the subsidiary guarantors.

        The new notes will have substantially identical terms as the 2005 notes before giving effect to the proposed amendments, except that the 2005 notes mature in 2005 and the new notes will mature in                  .

        We are also offering to exchange common shares of Foster Wheeler Ltd. for any and all outstanding 9.00% Preferred Securities, Series I, issued by FW Preferred Capital Trust I (Liquidation Amount $25 per Trust Security) and guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC, or the trust securities, any and all outstanding 6.50% convertible subordinated notes due 2007 issued by Foster Wheeler Ltd. and guaranteed by Foster Wheeler LLC, or the convertible notes, and any and all outstanding 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), or the Robbins bonds, including in each case accrued interest or dividends, by means of a separate prospectus.

        The completion of the exchange offer is conditioned upon, among other things, our receipt of valid tenders from not less than            % of the aggregate liquidation amount of trust securities,            % of the aggregate principal amount of convertible notes,            % of the aggregate principal amount of Robbins bonds and            % of the aggregate principal amount of 2005 notes.

        For a discussion of factors you should consider before you decide to participate in the exchange offer and consent solicitation, see "Risk Factors" beginning on page 15.

The exchange offer and consent solicitation will expire at 5:00 p.m., New York City time, on                    , 2004, which we refer to as the expiration date, unless extended by us. You may revoke your tender and
your consent at any time prior to 5:00 p.m., New York City time, on the expiration date.

         The new notes will not be listed on any national securities exchange and, currently, there is no established public trading market for the new notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The dealer manager for the exchange offer and consent solicitation is:

Rothschild Inc.

[ALTERNATE TABLE OF CONTENTS PAGE FOR NEW NOTES PROSPECTUS]

TABLE OF CONTENTS

Presentation of Information

Summary

Risk Factors

Forward Looking Statements

Capitalization

Unaudited Pro Forma Condensed Consolidated Financial Statements

Selected Financial Data

Ratio of Earnings to Fixed Charges

Use of Proceeds

Accounting Treatment of Exchange Offer

The Exchange Offer and the Consent Solicitation

The Proposed Amendments

The Trust

Market Price Information

Description of Notes

Comparison of Rights

U.S. Federal Income Tax Considerations

Legal Matters

Experts

Where You Can Find More Information About Us

Incorporation of Documents by Reference

Enforcement of Civil Liabilities

        You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. No person has been authorized to give any information or make any representations in connection with the exchange offer, other than the information and those representations contained or incorporated by reference in this prospectus or in the accompanying letter of transmittal and consent. If given or made, such information and representations must not be relied upon by you as having been authorized by us, the trustee, the exchange agent, the information agent, the dealer manager or any other party involved in the exchange offer. We are not making an offer of these securities in any state or jurisdiction where the offer is not permitted. You should not assume that the information provided by this prospectus or the documents incorporated by reference herein is accurate as of any date other than the date of such prospectus or incorporated documents, regardless of the date you receive them.

PRESENTATION OF INFORMATION

        The new notes will be issued by Foster Wheeler LLC and guaranteed by Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and the subsidiary guarantors listed herein. Foster Wheeler LLC, Foster Wheeler Holdings Ltd. and the subsidiary guarantors are indirectly wholly owned subsidiaries of Foster Wheeler Ltd. Foster Wheeler Ltd. has included consolidating financial information relating to the guarantors on a combined basis in the notes to its consolidated financial statements incorporated by reference in this prospectus. Except as the context otherwise requires, the terms "we," "us," "our" and "Foster Wheeler," as used in this prospectus, refer to Foster Wheeler Ltd. and its direct and indirect subsidiaries on a consolidated basis.

A-2

[ALTERNATE SECTION FOR NEW NOTES PROSPECTUS]

Terms of the new notes

        The following is a summary of the material terms of the new notes. You should carefully read this entire prospectus, including "Description of the New Notes."

Issuer	Foster Wheeler LLC
Securities	$200,000,000 aggregate principal amount of the 63/4% Senior Notes due            ,
Maturity	,
Interest Payment Dates	Semi-annually on May 15 and November 15 of each year, commencing            , 2004.
Guarantees	The notes will be jointly and severally guaranteed by Foster Wheeler Ltd. and the subsidiary guarantors and such other subsidiaries which may become additional guarantors under the guaranty from time to time pursuant to the guaranty agreement.
Security	The new notes will be secured on terms identical to the 2005 notes before giving effect to the proposed amendments relating to the 2005 notes as described in this prospectus.
Ranking	The new notes will be senior secured obligations of Foster Wheeler LLC. The new notes will have a security interest in the stock and debt of Foster Wheeler LLC's subsidiaries and on facilities owned by Foster Wheeler LLC or its subsidiaries that exceed 1% of consolidated net tangible assets, in each case to the extent such stock, debt and facilities secure obligations under Foster Wheeler's senior secured credit facility. The new notes will rank pari passu with Foster Wheeler's obligations under the senior secured credit agreement. The proceeds held or received by the collateral agent in respect of any sale of collateral securing the new notes will be applied first, to all obligations in respect of the term loans and any letters of credit, which were collectively $185,900,000 at September 26, 2003, and thereafter, on a pro rata basis, to all obligations in respect of all revolving credit borrowings, secured hedging agreements, and secured cash management agreements, which were collectively $69,000,000 at September 26, 2003, and the new notes.
Redemption	The new notes will not be redeemable prior to maturity.
Certain Covenants	The indenture governing the new notes will contain covenants restricting the incurrence of liens, sale and leaseback transactions and the incurrence of debt by restricted subsidiaries.
	These covenants are subject to a number of important limitations and exceptions, which are described in this prospectus under the heading "Description of New Notes".

A-3

[ALTERNATE SECTION FOR NEW NOTES PROSPECTUS]

DESCRIPTION OF THE NEW NOTES

        The following description of the terms of the new notes offered in the exchange for our 2005 notes in this exchange offer is a summary of the material provisions of the indenture and does not restate that agreement in its entirety. You should read the indenture, including the definitions of certain terms contained therein and those terms made part of the indenture by reference to the Trust Indenture Act, in its entirety for provisions that may be important to you. You can obtain a copy of the indenture by following the directions set forth under the heading "Where You Can Find More Information About Us."

General

        The new notes will be issued under an indenture among Foster Wheeler LLC, Foster Wheeler Ltd., the subsidiary guarantors named therein and BNY Midwest Trust Company, as trustee, and will constitute a separate series under the indenture. The new notes will bear interest at the rate of 6³/4% per annum and will mature on                        ,             . The new notes will be issued in fully registered form only and in denominations of $1,000 and integral multiples thereof. The new notes will be secured as described herein.

        Interest on the new notes will be paid from                        , 2004 and will be payable semiannually on each May 15 and November 15, commencing                        , 2004, to the persons in whose names the new notes are registered at the close of business on the last day of the month preceding such interest payment date, prior to the payment date, at the annual rate set forth on the cover page of this prospectus. Interest on any new notes issued in definitive form as described in "Book-Entry System" below will be payable at the office of the trustee, or at such other place or places as may be designated pursuant to the indenture, provided that Foster Wheeler LLC, at its option, may pay interest other than interest due at maturity by check mailed to the registered holders. At the maturity of the new notes, the principal thereof, together with accrued interest thereon, will be payable in immediately available funds upon surrender thereof at the office of the trustee or at such other place or places as may be designated pursuant to the indenture.

        The new notes will not be redeemable prior to maturity and will not be subject to any sinking fund.

        The indenture governing the new notes does not limit the amount of debt securities that may be issued thereunder and provides that additional debt securities may be issued in one or more series thereunder up to the aggregate principal amount that may be authorized from time to time by Foster Wheeler LLC's board of directors.

Guarantees

        The new notes will be guaranteed, jointly and severally, by Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and Equipment Consultants, Inc., Foster Wheeler Asia Limited, Foster Wheeler Capital & Finance Corporation, Foster Wheeler Constructors, Inc., Foster Wheeler Development Corporation, Foster Wheeler Energy Corporation, Foster Wheeler Energy Manufacturing, Inc., Foster Wheeler Energy Services, Inc., Foster Wheeler Enviresponse, Inc., Foster Wheeler Environmental Corporation, Foster Wheeler Facilities Management, Inc., Foster Wheeler Inc., Foster Wheeler International Corporation, Foster Wheeler International Holdings, Inc., Foster Wheeler Power Group, Inc., Foster Wheeler Power Systems, Inc., Foster Wheeler Pyropower, Inc., Foster Wheeler Real Estate Development Corporation, Foster Wheeler Realty Services, Inc., Foster Wheeler USA Corporation, Foster Wheeler Virgin Islands, Inc., Foster Wheeler Zack, Inc., FW Mortshal, Inc., FW

A-4

Technologies Holding LLC, HFM International, Inc., Process Consultants, Inc., Pyropower Operating Services Company, Inc. and Perryville III Trust and such other subsidiaries that may become additional guarantors under the guaranty from time to time pursuant to the guaranty agreement. We collectively refer to these guarantors as the guarantors. If Foster Wheeler LLC defaults in the payment when due of the principal of, premium, if any, and interest on, the new notes, each of the guarantors will be fully and unconditionally liable to pay the principal of, premium, if any, and interest on, the new notes.

        The obligations of each guarantor under its guarantee will be limited as necessary to prevent that guarantee from constituting a fraudulent conveyance under applicable law.

        The guarantee of a guarantor will be released if such guarantor is released from its guarantee under the senior secured credit agreement.

Ranking

        The new notes will be senior secured obligations and will rank equally in right of payment with all of Foster Wheeler LLC's existing and future senior indebtedness. The guarantees will be senior secured obligations of Foster Wheeler Ltd. and the subsidiary guarantors and will rank equally in right of payment with all of their respective existing and future senior indebtedness. As of September 26, 2003, there was $129 million outstanding under the senior secured credit agreement.

Security

        The new notes will be secured by a security interest in all shares of stock and debt of Foster Wheeler LLC's subsidiaries and any facility owned by Foster Wheeler LLC or any of its subsidiaries, the gross book value of which exceeds 1% of the consolidated net tangible assets of Foster Wheeler LLC and its subsidiaries, in each case to the extent that such shares of stock, debt and facilities secure obligations under the senior secured credit facility.

        If either (1) the maturity of the new notes is accelerated pursuant to the terms of the indenture governing the new notes or the principal of the new notes is not paid at maturity and, in each case, such condition continues for 60 consecutive days, and holders representing a majority in aggregate principal amount of the new notes have so instructed the collateral agent or (2) any event of default under the credit agreement has occurred and the required lenders have so instructed the collateral agent, the collateral agent may exercise all of the rights and remedies of a secured party under the Uniform Commercial Code, including selling the collateral and applying the proceeds to satisfy obligations under the senior secured credit agreement and the new notes. The proceeds held or received by the collateral agent in respect of any such sale will be applied first, to all obligations in respect of the term loans and any letters of credit, which were collectively $185,900,000 at September 26, 2003, and thereafter, on a pro rata basis, to all obligations in respect of all revolving credit borrowings, secured hedging agreements, and secured cash management agreements, which were collectively $69,00,000 at September 26, 2003, and the new notes.

        The security interest of the new notes will be released upon payment in full of all obligations under the senior secured credit agreement and the new notes.

Certain Covenants of Foster Wheeler LLC

Limitation on Liens

        Foster Wheeler LLC will not, and will not permit any subsidiary to, incur, issue, assume or guarantee any debt secured after the issuance date of the new notes by pledge of, or mortgage or other lien, any principal property of Foster Wheeler LLC or any subsidiary, or any shares of stock or debt of any subsidiary without effectively providing that the new notes together with, if Foster Wheeler LLC shall so determine, any other debt of Foster Wheeler LLC or such subsidiary then existing or thereafter

A-5

created which is not subordinate to the new notes shall be secured equally and ratably with or, at the option of Foster Wheeler LLC, prior to such secured debt, so long as such secured debt shall be so secured, unless after giving effect thereto, the aggregate principal amount of all such secured debt then outstanding which would otherwise be prohibited, plus all attributable debt of Foster Wheeler LLC and its subsidiaries in respect of sale and leaseback transactions, as defined in "—Restrictions on Sales and Leasebacks," occurring after the issuance date of the new notes and existing at such time which would otherwise be prohibited by the covenant described in "—Restrictions on Sales and Leasebacks", would not exceed 5% of consolidated net tangible assets. This restriction does not apply to, and there shall be excluded in computing secured debt for the purpose of such restriction, debt secured by:

        (1)   liens on property, capital stock or debt existing at the time of acquisition thereof, including acquisition through merger or consolidation, or to secure the payment of all or any part of the purchase price or construction cost or commencement of operation thereof or to secure any debt incurred prior to, at the time of, or within 180 days after, the later of the acquisition of such property or shares or debt, the completion of any such construction and the commencement of operation for the purpose of financing all or any part of the purchase price or construction cost or commencement of operation thereof, provided that any such liens shall only extend to the above-described property or property on which the above described property is situated;

        (2)   liens on property of, or on any shares of stock or debt of, any corporation or other person existing at the time such corporation becomes a restricted subsidiary;

        (3)   liens on property of, or on any shares of capital stock or debt of any corporation or other person existing at the time such corporation or other person is merged into or consolidated with Foster Wheeler LLC or a restricted subsidiary or at the time of sale, lease or other disposition of all or substantially all the properties of a corporation or other person to Foster Wheeler LLC;

        (4)   liens (a)(i) in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or (ii) in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute, or (b)(i) for taxes, assessments or governmental charges or levies in each case not then due and delinquent or the validity of which is being contested in good faith by appropriate proceedings, and (ii) for materialmen's, mechanics', carriers', workmen's, repairmen's, landlord's or other like liens, or deposits to obtain the release of such liens;

        (5)   liens on any property or assets of any restricted subsidiary to secure debt owing by it to Foster Wheeler LLC or any other restricted subsidiary;

        (6)   liens arising out of judgments or awards against Foster Wheeler LLC or any subsidiary that Foster Wheeler LLC or such subsidiary is contesting in good faith;

        (7)   liens made in favor of any customer arising in the ordinary course of business of Foster Wheeler LLC or any subsidiary in respect of payments made by or on behalf of such customer for goods produced or services rendered to such customer;

        (8)   liens existing at the issuance date of the new notes;

        (9)   liens created to secure project debt, but only to the extent that any such lien does not extend beyond the assets, contractual rights and revenues of such project and the capital stock of the corporation owning such project, and any extension, renewal, refunding, replacement or refinancing, or successive extensions, renewals, replacements, refundings or refinancings, as a whole or in part of any liens referred to in this clause (9); and

        (10) Any extension, renewal, refunding or replacement, or successive extensions, renewals, refundings or replacements, as a whole or in part, of any lien referred to in the foregoing clauses

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(1) through (3) and (8), inclusive; provided, however, that (a) such extension, renewal, refunding or replacement lien shall be limited to all or a part of the same property, shares of stock or debt that secured the lien extended, renewed, refunded or replaced plus improvements on such property and (b) the debt secured by such lien at such time is not increased.

Restrictions on Sales and Leasebacks

        Foster Wheeler LLC will not, and will not permit any subsidiary to, enter into any arrangement with any bank, insurance company or other lender or investor, not including Foster Wheeler LLC or any subsidiary, or to which any such lender or investor is a party, providing for the leasing by Foster Wheeler LLC or any such subsidiary of any principal property which has been owned and operated by Foster Wheeler LLC or such subsidiary for more than 180 days and which has been sold or transferred by Foster Wheeler LLC or such subsidiary to such lender or investor or to any person to whom funds have been advanced by such lender or investor, each of which we refer to as a sale and leaseback transaction, unless, after giving effect thereto, the aggregate amount of all attributable debt of Foster Wheeler LLC and its subsidiaries in respect of such sale and leaseback transactions occurring after the date of the indenture and existing at such time which would otherwise be prohibited under the covenant described in "—Restrictions on Sales and Leasebacks" plus all secured debt then outstanding of Foster Wheeler LLC and its subsidiaries incurred after the date of the indenture which would otherwise be prohibited by the covenant described in "—Limitation on Liens", would not exceed 5% of consolidated net tangible assets. This restriction does not apply to, and there shall be excluded from attributable debt in any computation under such restriction, attributable debt with respect to any sale and leaseback transaction under any of the following circumstances:

        (1)   the lease in such sale and leaseback transaction is for a period, including renewals, of not in excess of three years; or

        (2)   the property which is the subject of the sale and leaseback transaction is property capable of being subject to a lien described in clauses (1), (2), (3), (8) or (9) in the covenant described in "—Limitation on Liens"; or

        (3)   Foster Wheeler LLC or a subsidiary, within 180 days after the sale or transfer shall have been made by Foster Wheeler LLC or by any such subsidiary, applies an amount equal to the lesser of:

•

attributable debt or



•

the net proceeds of any such sale or transfer to (a) the acquisition of other principal property of equal fair market value, as determined by the board of directors, or (b) the retirement of indebtedness for pari passu borrowed money.

Limitation on Debt Incurred by Restricted Subsidiaries

        Foster Wheeler LLC will not permit any restricted subsidiary to directly or indirectly incur, assume or suffer to exist any debt, unless, after giving effect thereto, the aggregate amount of then outstanding debt incurred by all restricted subsidiaries, excluding all secured debt and attributable debt in respect of sale and leaseback transactions, shall not exceed 10% of consolidated net tangible assets. The immediately preceding sentence shall not apply to the incurrence or issuance of:

•

existing debt,



•

working debt,



•

debt of a restricted subsidiary which represents the assumption by such restricted subsidiary of debt of another restricted subsidiary as a result of the merger or acquisition of such restricted subsidiary,

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•

debt of any corporation existing at the time such corporation becomes a restricted subsidiary,



•

permitted secured debt and



•

project debt which does not constitute secured debt.

Events of Default

        The following are events of default with respect to the new notes:

        (1)   default in the payment of any installment of interest, if any, upon any of the new notes as and when it shall become due and payable, and continuance of such default for a period of 30 days; or

        (2)   default in the payment of the principal of, or any premium on, any of the new notes as and when the same shall become due and payable either at stated maturity, upon redemption, by declaration or otherwise; or

        (3)   default in the performance, or breach, of any covenant of Foster Wheeler LLC in the indenture and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to Foster Wheeler LLC by the trustee or to Foster Wheeler LLC and the trustee by the holders of at least 25% in principal amount of the new notes then outstanding, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a notice of default under the indenture; or

        (4)   default resulting in acceleration of or failure to pay at maturity (a) other debt of Foster Wheeler LLC or debt that Foster Wheeler LLC has guaranteed where the aggregate principal amount so accelerated exceeds $15 million or (b) debt of any subsidiary which Foster Wheeler LLC has directly assumed or on which Foster Wheeler LLC has otherwise become directly liable as a result of the exercise of remedies upon the occurrence of a default by such subsidiary in the performance of its obligations under any agreement guaranteed by Foster Wheeler LLC in a principal amount of $15 million or more; without such involuntary acceleration having been rescinded or annulled within a period of 30 days after there shall have been given, by registered or certified mail, to Foster Wheeler LLC by the trustee or to Foster Wheeler LLC and the trustee by the holders of at least 25% in aggregate principal amount of the new notes then outstanding a written notice specifying such default and requiring Foster Wheeler LLC to cause such acceleration to be rescinded or annulled and stating that such notice is a notice of default under the indenture; provided, however, that, if such default shall be remedied or cured by Foster Wheeler LLC or waived by the holders of such indebtedness before any judgment or decree for the payment of money due shall have been obtained or entered, then the event of default under the indenture by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without any action on the part of the trustee or any of the holders; or

        (5)   a court having jurisdiction in the premises shall enter a decree or order for relief in respect of Foster Wheeler LLC in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law then or thereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator or similar official of Foster Wheeler LLC or for all or substantially all of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

        (6)   Foster Wheeler LLC shall commence a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law then or thereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian,

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trustee or sequestrator or similar official of Foster Wheeler LLC or for all or substantially all of its property, or make any general assignment for the benefit of creditors.

        If an event of default with respect to the new notes at the time outstanding occurs and is continuing, then, and in each and every such case, unless the principal of all of the new notes shall have already become due and payable, either the trustee or the holders of not less than 25% in aggregate principal amount of the new notes, by notice in writing to Foster Wheeler LLC and to the trustee if given by holders, may declare the entire principal amount of all of the new notes and any premium and interest accrued thereon to be due and payable immediately, and upon any such declaration such principal amount or specified amount and any premium and interest accrued thereon shall become immediately due and payable.

        However, at any time after a declaration of acceleration with respect to the new notes has been made, but before a judgment or decree based on such acceleration has been obtained, the holders of a majority in principal amount of may, under certain circumstances, rescind and annul such acceleration. See "—Modification and Waiver" below.

        The indenture provides that, subject to the duty of the trustee during default to act with the required standard of care, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless such holders shall have offered to the trustee reasonable indemnity. Subject to such provisions for indemnification of the trustee, the holders of a majority in principal amount of the new notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the new notes.

        Foster Wheeler LLC is required to furnish to the trustee annually a statement as to the performance by Foster Wheeler LLC of certain of its obligations under the indenture and as to any default in such performance.

Modification and Waiver

        Modifications and amendments of the indenture may be made by Foster Wheeler LLC, the Guarantors and the trustee with the consent of the holders of a majority in principal amount of the new notes; provided, however, that no such modification or amendment may, without the consent of the holder of each of the new notes:

        (1)   change the stated maturity of the principal, or any installment of principal of or interest on, any of the new notes;

        (2)   reduce the principal amount thereof, or reduce any premium thereof or change the time of payment of any premium thereon;

        (3)   reduce the rate or change the time of payment of interest thereon, if any;

        (4)   change the place or currency of payment of principal of, or any premium or interest thereon;

        (5)   reduce the amount of principal of any discount security payable upon acceleration of the maturity thereof or the amount thereof provable in bankruptcy;

        (6)   impair, if applicable, any right of repayment at the option of the holder;

        (7)   impair the right to institute suit for the enforcement of any payment on or with respect to any the new notes; or

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        (8)   reduce the percentage in principal amount of outstanding new notes, the consent of the holders of which is required for modification or amendment of the indenture or for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults.

        The holders of a majority in aggregate principal amount of the outstanding new notes may on behalf of the holders of the new notes waive, insofar as that series is concerned, compliance by Foster Wheeler LLC with certain restrictive provisions of the indenture. The holders of a majority in principal amount of the outstanding new notes may, on behalf of the holders of all new notes, direct the trustee as to the time, method and place of pursuing any remedy available to it or exercising any trust or power conferred on it and may waive any past default under the indenture with respect to the new notes, except a default not theretofore cured in the payment of the principal of or premium, if any or interest on any new notes or in respect of any provision which under the indenture cannot be modified or amended without the consent of the holder of each of the outstanding new notes.

        The indenture contains provisions permitting Foster Wheeler LLC and the trustee to enter into one or more supplemental indentures without the consent of the holders of any of the new notes in order:

        (1)   to evidence the succession of another corporation to Foster Wheeler LLC and the assumption of the covenants of Foster Wheeler LLC by a successor to Foster Wheeler LLC;

        (2)   to add to the covenants of Foster Wheeler LLC or surrender any right or power of Foster Wheeler LLC;

        (3)   to add additional events of default with respect to the new notes;

        (4)   to provide additional security for the new notes;

        (5)   to evidence and provide for a successor trustee; and

        (6)   to cure any ambiguity or correct any mistake or to correct any defect or supplement any inconsistent provisions or to make any other provisions with respect to matters or questions arising under the indenture, provided that such action does not adversely affect the interests of any holder of the new notes.

Consolidation, Merger and Sale of Assets

        Foster Wheeler LLC may not consolidate or merge with or into, or transfer or lease all or substantially all its assets to, any person, and any other person may not consolidate or merge with or into, Foster Wheeler LLC, unless:

        (1)   the person, if other than Foster Wheeler LLC formed by such consolidation or into which Foster Wheeler LLC is merged or which acquires or leases all or substantially all the assets of Foster Wheeler LLC is organized and existing under the laws of the United States, any state thereof or the District of Columbia and expressly assumes all of the Company's obligations under the new notes and under the indenture;

        (2)   immediately after giving effect to such transaction no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have happened and be continuing, provided that a transaction will only be deemed to be in violation of this condition:

        (3)   as to the new notes as to which such event of default or such event shall have occurred and be continuing; and

        (4)   certain other conditions are met.

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Satisfaction, Discharge, and Defeasance Prior To Maturity or Redemption

Covenant Defeasance

        If Foster Wheeler LLC shall deposit with the trustee, in trust, at or before maturity or redemption of the new notes, money and/or government obligations in such amounts and maturing at such times such that the proceeds of such obligations to be received upon the respective maturities and interest payment dates of such obligations will provide funds sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants, to pay when due the principal, and premium, if any, and each installment of principal of, and premium, if any, and interest on the new notes at the stated maturity of such principal or installment of principal or interest, as the case may be, then Foster Wheeler LLC may omit to comply with certain of the terms of the indenture with respect to the new notes, including any or all of the restrictive covenants described above, and the events of default described in clauses (3) and (4) under "Events of Default" shall not apply. Defeasance of the new notes is subject to the satisfaction of certain conditions, including among others:

        (1)   the absence of an event of default or event which, with notice or lapse of time, would become an event of default at the date of the deposit;

        (2)   the delivery to the trustee by Foster Wheeler LLC of an opinion of counsel to the effect that holders of the new notes will not recognize income, gain or loss for United States Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to United States Federal income tax in the same amounts and in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred;

        (3)   such covenant defeasance will not cause any of the new notes then listed on any nationally recognized securities exchange to be delisted;

        (4)   that such covenant defeasance will not result in a breach of, or constitute a default under, any instrument by which Foster Wheeler LLC is bound and;

        (5)   such covenant defeasance shall not cause the trustee for the new notes to have a "conflicting interest" for purposes of the Trust Indenture Act with respect to any securities of Foster Wheeler LLC.

Defeasance of the New Notes

        Upon the deposit of money or securities as contemplated in the preceding paragraph and the satisfaction of certain other conditions, Foster Wheeler LLC may also omit to comply with its obligation to duly and punctually pay the principal, premium, if any, and interest on the new notes, and any events of default with respect thereto shall not apply, and thereafter, the holders of the new notes shall be entitled only to payment out of the money or securities deposited with the trustee. Such conditions include among others:

        (1)   the absence of an event of default or event which, with notice or lapse of time, would become an event of default at the date of the deposit;

        (2)   the delivery to the trustee by Foster Wheeler LLC of an opinion of counsel, which refers to or is based on a ruling of the Internal Revenue Service or a change in the applicable United States Federal income tax law occurring after the date of the indenture, to the effect that holders of the new notes will not recognize income, gain or loss for United States Federal income tax purposes as a result of such deposit and the satisfaction, discharge and defeasance, and will be subject to United States Federal income tax in the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

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        (3)   such defeasance will not cause any new notes then listed on any nationally recognized securities exchange to be delisted;

        (4)   that such defeasance will not result in a breach of, or constitute a default under, any instrument by which Foster Wheeler LLC is bound; and

        (5)   such defeasance shall not cause the trustee for the new notes to have a conflicting interest for the purpose of the Trust Indenture Act with respect to any securities of Foster Wheeler LLC.

        The indenture and the new notes will be governed by, and construed in accordance with, the laws of the State of New York.

The Trustee

        BNY Midwest Trust Company is the trustee under the indenture and has been appointed by Foster Wheeler LLC as initial security registrar and paying agent with regard to the new notes. Foster Wheeler LLC has customary banking relationships with the trustee and certain of its affiliates in the ordinary course of business.

Certain Definitions

        "Attributable debt" is defined to mean as to any particular lease under which any person is at the time liable, at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such person under such lease during the remaining primary term thereof, discounted from the respective due dates thereof to such date at the rate of interest per annum, compounded semi-annually, implicit in the terms of such lease, as determined in good faith by Foster Wheeler LLC. The net amount of rent required to be paid under any such lease for any such period shall be the amount of the rent payable by the lessee with respect to such period, after excluding amounts required to be paid on account of maintenance, repairs, insurance, taxes, assessments, water rates and similar charges and contingent rents such as those based on sales. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but shall not include any rent required to be paid under such lease subsequent to the first date upon which it may be so terminated.

        "Consolidated net tangible assets" is defined to mean the aggregate amount of assets after deducting:

•

all current liabilities and



•

all goodwill, trade names, trademarks, patents, unamortized debt discount and expense, and other like intangibles, all as set forth on the most recently prepared balance sheet of Foster Wheeler LLC and its consolidated subsidiaries and computed in accordance with United States generally accepted accounting principles.

        "Corporation" includes corporations, partnerships, associations, companies, joint-stock companies and business trusts.

        "Debt" with respect to any person is defined to mean:

•

any debt (1) for money borrowed, or (2) evidenced by a bond, note, debenture, or similar instrument (including purchase money obligations) given in connection with the acquisition of any business, property or assets, whether by purchase, merger, consolidation or otherwise, but shall not include any account payable or other obligation created or assumed by a person in the ordinary course of business in connection with the obtaining of materials or services, or (3) which is a direct or indirect obligation which arises as a result of banker's acceptances;

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•

any debt of others described in the preceding bullet which such person has guaranteed or for which it is otherwise directly liable;



•

the obligation of such person as lessee under any lease of property which is reflected on such Person's balance sheet as a capitalized lease; and



•

any deferral, amendment, renewal, extension, supplement or refunding of any liability of the kind described in any of the preceding three bullets; provided, however, that, in computing the debt of any person, there shall be excluded any particular debt if, upon or prior to the maturity thereof, there shall have been deposited with a depository in trust money, or evidence of debt if permitted by the instrument creating such debt, in the necessary amount to pay, redeem or satisfy such debt as it becomes due, and the amount so deposited shall not be included in any computation of the assets of such person.

        "Existing Debt" is defined to mean all debt outstanding on the date of issuance of the new notes.

        "Permitted secured debt" means all debt:

•

permitted under the covenant described in "—Limitation on Liens" below; and



•

to which the covenant described in "—Limitation on Liens" is expressly inapplicable.

        "Principal property" is defined to mean any facility owned by Foster Wheeler LLC or any subsidiary, in each case, the gross book value of which on the date of determination exceeds 1% of consolidated net tangible assets.

        "Project debt" means debt incurred to finance cogeneration, waste-to-energy or other operating or construction projects, but only to the extent that such debt is limited in recourse to the assets, contractual rights and revenues of the particular project being financed.

        "Restricted subsidiary" is defined to mean any subsidiary of Foster Wheeler LLC which owns, directly or indirectly, a principal property and any subsidiary which, in the opinion of the board of directors or any duly authorized committee thereof, is of material importance to Foster Wheeler LLC.

        "Senior debt" is defined to mean the principal, premium, if any, unpaid interest, including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Foster Wheeler LLC whether or not a claim for post-filing interest is allowed in such proceeding, fees, charges, expenses, reimbursement and indemnification obligations, and all other amounts payable under or in respect of debt of Foster Wheeler LLC, whether any such debt exists as of the date of the indenture or is created, incurred, assumed or guaranteed after such date, other than:

•

debt that by its terms or by operation of law is subordinated to or on a parity with the new notes; and



•

debt owed to a subsidiary or partnership of Foster Wheeler LLC.

        "Subsidiary" is defined to mean a corporation of which securities having ordinary voting power, in the absence of contingencies, to elect a majority of directors, are owned directly or indirectly by Foster Wheeler LLC.

        "Working debt" means debt incurred by subsidiaries of Foster Wheeler LLC organized outside the United States for:

•

working capital in the ordinary course of business that is repayable within three years or



•

hedging currency risk relating to contracts with customers for the delivery of products and services with proceeds segregated and identified and limited to investments and uses designed to accomplish such purpose.

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Book-Entry System

        The new notes will be represented by one or more global certificates, or the global security. The global security will be deposited with, or on behalf of, The Depository Trust Company, which we refer to as the depositary, and registered in the name of a nominee of the depositary. Except under circumstances described below, the new notes will not be issuable in definitive form.

        The depositary has advised Foster Wheeler LLC and the dealer manager as follows: The depositary is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered under the Securities Exchange Act of 1934. The depositary was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The depositary's participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of which and/or their representatives, own the depositary. Access to the depositary's book-entry system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

        All interests in the global security will be subject to the procedures and requirements of the depositary. Upon the issuance of the global security, the depositary will credit on its book-entry registration and transfer system the accounts of persons designated by the dealer manager with the respective principal amounts of the new notes represented by the global security. Ownership of beneficial interests in the global security will be limited to persons that have accounts with the depositary or its nominee, or participants or persons that may hold interests through participants. Ownership of beneficial interests in the global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the depositary or its nominee, with respect to interests of participants, and on the records of participants, with respect to interests of persons other than participants. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in the global security. Because the depositary can act only on behalf of its participants, the ability of beneficial owners of interests in the global security to pledge such interests may be affected by the lack of a physical certificate evidencing such interests.

        All new notes deposited by participants with the depositary are registered in the name of the depositary's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of the depositary. The deposit of new notes with the depositary and their registration in the name of Cede & Co. or such other depositary nominee do not effect any change in beneficial ownership. The depositary has no knowledge of the actual beneficial owners of the new notes; the depositary's records reflect only the identity of the participants to whose accounts such new notes are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

        So long as the depositary or its nominee is the registered owner of the global security, the depositary or such nominee, as the case may be, will be considered the sole owner or holder of the new notes represented by the global security for all purposes under the indenture. Except as provided below, owners of beneficial interests in the global security will not be entitled to have new notes represented by the global security registered in their names, will not receive or be entitled to receive physical delivery of new notes in definitive form and will not be considered the owners or holders thereof under the indenture.

        Principal and interest payments on new notes registered in the name of the depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of

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the global security. None of Foster Wheeler LLC, the trustee, any paying agent or the registrar for the new notes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the global security or for maintaining, supervising or reviewing any records relating to such beneficial interests or any other matters relating to the actions or practices of the depositary.

        Conveyance of notices and other communications by the depositary to participants, and by participants to beneficial owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

        Foster Wheeler expects that the depositary for the new notes or its nominee, upon receipt of any payment of principal or interest, will credit participants' accounts immediately with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of the depositary or its nominee. Foster Wheeler LLC also expects that payments by participants to owners of beneficial interests in the global security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participants.

        If the depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by Foster Wheeler within 90 days, Foster Wheeler LLC will issue new notes in definitive form in exchange for the entire global security. In addition, Foster Wheeler LLC may at any time and in its sole discretion determine not to have the new notes represented by a global security and, in such event, will issue new notes in definitive form in exchange for the entire global security. In any such instance, an owner of a beneficial interest in the global security will be entitled to physical delivery in definitive form of new notes represented by the global security equal in principal amount to such beneficial interest and to have such new notes registered in its name. Notes so issued in definitive form will be issued as registered new notes, without coupons, in denominations of $1000 and integral multiples thereof, unless otherwise specified by Foster Wheeler LLC.

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[ALTERNATE SECTION FOR NEW NOTES PROSPECTUS]

U.S. FEDERAL INCOME TAX CONSIDERATIONS

        In the opinion of Foster Wheeler Ltd.'s counsel, King & Spalding LLP, the following is an accurate description of the material U.S. federal income tax considerations generally applicable to (1) holders of 2005 notes who hold the notes as capital assets and (2) holders of new notes who hold such notes as capital assets and who acquire such notes pursuant to the exchange offer. This description does not address the tax considerations applicable to holders that may be subject to special tax rules, such as:

•

financial institutions;



•

insurance companies;



•

real estate investment trusts;



•

regulated investment companies;



•

grantor trusts;



•

tax-exempt organizations;



•

dealers or traders in securities or currencies;



•

holders that hold 2005 notes or new notes as part of a position in a straddle or as part of a hedging, conversion or integrated transaction for U.S. federal income tax purposes or U.S. Holders (as defined below) that have a functional currency other than the U.S. dollar;



•

holders that actually or constructively own 10 percent or more of our voting stock; or



•

Non-U.S. Holders (as defined below) that are U.S. expatriates, "controlled foreign corporations," "passive foreign investment companies," or "foreign personal holding companies."

        Moreover, this description does not address the U.S. federal estate and gift tax or alternative minimum tax consequences of the disposition of 2005 notes pursuant to the exchange offer or the acquisition, ownership or disposition of new notes. Holders should consult their tax advisors with respect to the application of the U.S. tax laws to their particular situation.

        This description is based on the Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions, each as in effect on the date hereof. All of the foregoing are subject to change, possibly with retroactive effect, or differing interpretations which could affect the tax consequences described herein.

        For purposes of this description, a U.S. Holder is a beneficial owner of 2005 notes or new notes who for U.S. federal income tax purposes is:

•

an individual who is a citizen or resident of the United States;



•

a corporation created or organized in or under the laws of the United States or any State thereof, including the District of Columbia;



•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or



•

a trust if (1) it validly elects to be treated as a United States person for U.S. federal income tax purposes or (2)(a) its administration is subject to the primary supervision of a court within the United States and (b) one or more United States persons have the authority to control all of its substantial decisions.

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        A Non-U.S. Holder is a beneficial owner of 2005 notes or new notes that is not a United States person and not a partnership for U.S. federal income tax purposes.

        If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds the 2005 notes or new notes, the tax treatment of the partnership and a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Such partner should consult its own tax advisor as to the application of the U.S. tax laws to its particular situation.

U.S. Holders

Exchange of 2005 Notes for New Notes

Exchanging Holders

        We intend to take the position that the exchange of 2005 notes for new notes pursuant to the exchange offer will not result in a significant modification of the 2005 notes for U.S. federal income tax purposes and thus will not be a taxable event to U.S. Holders. In such case, (i) your aggregate initial tax basis in the new notes received in exchange for the 2005 notes would be the same as your aggregate tax basis in the 2005 notes exchanged, (ii) your holding period in the new notes generally would include the period during which you held the 2005 notes and (iii) any accrued market discount on your 2005 notes (to the extent not previously treated as ordinary income) would be treated as accrued market discount with respect to your new notes. Market discount is the excess, as of the date of your acquisition of a 2005 note, of the note's stated redemption price at maturity over your tax basis in the note, subject to a de minimis rule. Market discount, if any, accrues from the date you acquire the note until its final maturity.

Non-Exchanging Holders

        If you are a U.S. holder of 2005 notes and you do not exchange your 2005 notes for new notes pursuant to the exchange offer, you would be deemed to exchange your 2005 notes for new 2005 notes if the proposed amendments to the indenture governing the 2005 notes are adopted and constitute a significant modification for U.S. federal income tax purposes. Whether the proposed amendments to the indenture constitute a significant modification is a factual issue. Foster Wheeler Ltd. intends to take the position that the proposed amendments do not constitute a significant modification of the 2005 notes.

        If the proposed amendments do constitute a significant modification (and thus result in a deemed exchange), such a deemed exchange would likely be a taxable event for U.S. federal income tax purposes. In this case, you generally would be subject to consequences similar to those described below under "Ownership of New Notes—Sale, Exchange or Retirement." For purposes of determining your gain or loss on the deemed exchange, your amount realized would be either (i) the face amount of the 2005 notes (which could be substantially in excess of their fair market value) or (ii) the fair market value of the 2005 notes on the date of the deemed exchange. The appropriate measure for determining your amount realized would depend upon facts and circumstances existing at the time of the deemed exchange. The new 2005 notes deemed received in the exchange could be treated as issued with original issue discount in an amount equal to the excess of their face amount over their fair market value. This excess would be includible in your income over the term of the new 2005 notes.

        Because of their factual nature and the lack of clear authority, counsel will not render an opinion on the above issues. Because of this uncertainty, you should consult your tax advisor regarding the possibility that the proposed amendments would constitute a significant modification and the potential tax consequences to you, in your particular situation, of any deemed exchange of the 2005 notes.

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Ownership of New Notes

Payments of Interest

        You will be taxed on interest on your new notes as ordinary income at the time you receive the interest or when it accrues, depending on your method of accounting for tax purposes. Interest paid by us on the new notes will be treated as income from sources outside the United States for purposes of computing the foreign tax credit allowable to a U.S. holder. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, interest that we pay generally will constitute "passive income," or, in the case of certain U.S. Holders, "financial services income."

Sale, Exchange or Retirement

        If you are a U.S. Holder, you generally will recognize gain or loss on the sale, exchange or retirement of your new notes equal to the difference between the amount realized on such sale, exchange or retirement and your adjusted tax basis in your new notes. Subject to the discussion below relating to U.S. Holders of notes with market discount, such gain or loss generally will be capital gain or loss. Capital gain of a non-corporate U.S. Holder is eligible to be taxed at reduced rates where the property is held for more than one year. The deductibility of capital losses is subject to limitations. Capital gain or loss, if any, recognized by you generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes.

        Gain attributable to accrued market discount not previously included in income will be includible in your gross income as ordinary income and, if you are a non-corporate U.S. Holder whose holding period for the notes exceeds one year, will generally be subject to tax at a higher rate than the capital gain rate that otherwise would have applied to such gain. Ordinary income attributable to accrued market discount, if any, recognized by you generally will be treated as foreign source income for U.S. foreign tax credit purposes.

Non-U.S. Holders

Exchange of 2005 Notes for New Notes

        If you are a Non-U.S. holder, you generally will not be subject to U.S. federal income or withholding tax on any gain realized on the exchange of 2005 notes for new notes (or, if you are a non-tendering holder of 2005 notes, on the deemed exchange, if any, of 2005 notes for new 2005 notes) unless:

•

the exchange (or deemed exchange) is not a tax-free exchange for U.S. federal income tax purposes, and



•

either



•

such gain is effectively connected with your conduct of a trade or business in the United States, or



•

you are an individual and have been present in the United States for 183 days or more in the taxable year of such exchange and certain other conditions are met.

        In addition, you generally will not be subject to U.S. federal income or withholding tax on income attributable to accrued market discount, if any, unless such income is effectively connected with your conduct of a trade or business in the United States.

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Ownership of New Notes

        Under U.S. federal income tax law, and subject to the discussion of backup withholding below, if you are a Non-U.S. Holder, interest on a new note paid to you generally would not be treated as effectively connected with the conduct of a trade or business in the United States and would be exempt from U.S. federal income tax, including withholding tax, unless you:

•

have an office or other fixed place of business in the United States to which the interest is attributable, and



•

derive the interest in the active conduct of a banking, financing or similar business within the United States.

        You generally will not be subject to United States federal income tax on gain realized on the sale, exchange or retirement of a new note unless:

•

the gain is effectively connected with your conduct of a trade or business in the United States, or



•

you are an individual, you are present in the United States for 183 or more days during the taxable year in which the gain is realized and certain other conditions exist.

U.S. Backup Withholding Tax and Information Reporting Requirements

        Information reporting generally will apply to payments of interest on, and to proceeds from the sale, exchange or retirement of new notes made within the United States to a holder of new notes, other than an exempt recipient, including a corporation, a Non-U.S. Holder that provides an appropriate certification and certain other persons. A payor will be required to deduct backup withholding tax from any payments of interest on, or the proceeds from the sale, exchange or retirement of, new notes within the United States to a holder, other than an exempt recipient, if such holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding tax requirements.

        The above description is not intended to constitute a complete analysis of all tax consequences relating to the disposition of 2005 notes and the acquisition, ownership and disposition new notes. You should consult your own tax advisor concerning the tax consequences to you, in your particular situation, of the exchange offer and of owning new notes.

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[ALTERNATE BACK COVER FOR NEW NOTES PROSPECTUS]

FOSTER WHEELER LLC.

Offer to Exchange

6³/4% Senior Notes due    Issued by Foster
Wheeler LLC and Guaranteed by Foster Wheeler Ltd. and the Subsidiary Guarantors

for

Any and All Outstanding 6³/4% Senior Notes due 2005 issued by Foster Wheeler LLC and Guaranteed by Foster Wheeler Ltd. and the Subsidiary Guarantors

Solicitation of Consents to Proposed Amendments to

the Indenture Relating to the 6³/4% Senior Notes Due 2005

The dealer manager for this exchange offer is:

Rothschild Inc.
1251 Avenue of the Americas, 51st Floor
New York, New York 10020
(212) 403-3500

The exchange agent for this exchange offer is:

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
(212) 815-3750

The information agent for this exchange offer is:

Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10014
Banks and Brokers call (212) 440-9800
All Other Shareholders call toll free (800) 891-3214

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

Foster Wheeler Ltd.

        Foster Wheeler Ltd. is a Bermuda company. Section 98 of the Companies Act of 1981 of Bermuda (the "Act") provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of Bermuda law otherwise would be imposed on them, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda in certain proceedings arising under Section 281 of the Act.

        Foster Wheeler Ltd. has adopted provisions in its bye-laws that provide that it shall indemnify its respective officers and directors in respect of their actions and omissions, except in respect of their fraud, dishonesty or willful misconduct, and it maintains liability insurance covering its directors and officers and those of its subsidiaries.

Delaware Guarantors

        Each of the guarantors, except for those described separately below, is a Delaware corporation. Section 145 of the Delaware General Corporation Law authorizes a corporation to indemnify its directors, officers, employees and agents against certain liabilities they may incur in such capacities, including liabilities under the Securities Act, provided they act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. Our certificate of incorporation requires us to indemnify our officers, directors, employees and agents to the full extent permitted by Delaware law.

        Section 102 of the Delaware General Corporation Law authorizes a corporation to limit or eliminate its directors' liability to the corporation or its stockholders for monetary damages for breaches of fiduciary duties, other than for (i) breaches of the duty of loyalty, (ii) acts or omissions involving bad faith, intentional misconduct or knowing violations of the law, (iii) unlawful payments of dividends, stock purchases or redemptions, or (iv) transactions from which a director derives an improper personal benefit. Each Delaware guarantor's certificate of incorporation contains provisions limiting the liability of the directors to us and to our stockholders to the full extent permitted by Delaware law.

        Section 145 of the Delaware General Corporation Law authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against him and incurred by him or her in any such capacity, or arising out of his or her status as such. We have acquired $     million of liability insurance covering our directors and officers for claims asserted against them or incurred by them in such capacity, including claims brought under the Securities Act.

Foster Wheeler LLC and FW Technologies LLC

        Foster Wheeler LLC and FW Technologies LLC are each Delaware limited liability companies. Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to any standards and restrictions that may be set

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forth in its limited liability company agreement. The limited liability company agreement of each of Foster Wheeler LLC and FW Technologies LLC provides that each member or manager of each such company shall not be personally liable for the expenses, liabilities, or obligations of the company by reason of being a member or manager.

Foster Wheeler Energy Services, Inc. and Pyropower Operating Services Company, Inc.

        Foster Wheeler Energy Services, Inc. and Pyropower Operating Services Company, Inc. are each California corporations . Section 317 of the General Corporation Law of California, or the California Corporation Law, the certificate of incorporation of each of Foster Wheeler Energy Services, Inc. and Pyropower Operating Services Company, Inc., as amended, and the bylaws of each of Foster Wheeler Energy Services, Inc. and Pyropower Operating Services Company, Inc., provide that each of Foster Wheeler Energy Services, Inc. or Pyropower Operating Services Company, Inc., as applicable, is authorized by bylaw, agreement or otherwise to indemnify its agents, as defined in Section 317 the California Corporation Law, in excess of the indemnification expressly permitted by Section 317 for those agents except in such circumstances expressly prohibited by Section 317 or for any acts or omissions or transactions from which a director may not be relieved of liability as set forth in Paragraph 10 of Section 204 of the California Corporation Law.

        Article V, Section 2 of the bylaws of each of Foster Wheeler Energy Services, Inc. and Pyropower Operating Services Company, Inc. permits each of them to maintain insurance to protect any agent of the corporation against any liability asserted against or incurred by the agent in the capacity or arising out of the agent's status as such, whether or not Foster Wheeler Energy Services, Inc. or Pyropower Operating Services Company, Inc. would have the power to indemnify such person against such expense, liability or loss under the California Corporation Law.

Foster Wheeler Environmental Corporation

        Foster Wheeler Environmental Corporation is a Texas corporation. The articles of incorporation and the bylaws of Foster Wheeler Environmental Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Texas Business Corporation Act, or the TBCA. Pursuant to the provisions of Article 2.02-1 of the TBCA, Foster Wheeler Environmental Corporation has the power to indemnify a person who was, is, or is threatened to be named a defendant in a proceeding because the person is or was a director only if it is determined that the director conducted himself in good faith, reasonably believed that his conduct was in Foster Wheeler Environmental Corporation's best interests, in the case of conduct in his official capacity, or not opposed to Foster Wheeler Environmental Corporation's best interests, in all other cases, and in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

        Indemnification is not available if such person has been adjudged to have been liable to Foster Wheeler Environmental Corporation, unless and only to the extent that the court in which such action determines that, despite the adjudication of liability, but in view of all of the circumstances, the person is reasonably and fairly entitled to indemnification for such expenses as the court shall deem proper. Foster Wheeler Environmental Corporation has the power to purchase and maintain insurance for directors and officers. The statute also expressly provides that the power to indemnify authorized thereby is not exclusive of any rights granted under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.

Foster Wheeler Pyropower, Inc.

        Foster Wheeler Pyropower, Inc. is a New York corporation. Section 722 of the New York Business Corporation Law, or the NYBCL, permits, in general, a New York corporation to indemnify any person made, or threatened to be made, a party to an action or proceeding by reason of the fact that he or

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she was a director or officer of the corporation, or served another entity in any capacity at the request of the corporation, against any judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such person acted in good faith, for a purpose he or she reasonably believed to be in, or, in the case of service for another entity, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition had no reasonable cause to believe that his or her conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in advance of a final disposition of such action or proceeding the expenses incurred in defending such action or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount as, and to the extent, required by statute. Section 721 of the NYBCL provides that indemnification and advancement of expense provisions contained in the NYBCL shall not be deemed exclusive of any rights to which a director or officer seeking indemnification or advancement of expenses may be entitled, provided no indemnification may be made on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active or deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The certificate of incorporation of Foster Wheeler Pyropower, Inc. provides that a director of the corporation shall not be held personally liable to the corporation or its shareholders for damages for any breach of duty as a director in the absence of bad faith, intentional misconduct, a knowing violation of the law by the director or violations of Section 719 of the New York Business Corporation Law.

Item 21.    Exhibits and Financial Statement Schedules.

Exhibit No.	Description
3.1	Memorandum of Association of Foster Wheeler Ltd. (Filed as Annex II to Foster Wheeler Ltd.'s Form S-4/A (File No. 333 52468) filed on March 9, 2001 and incorporated herein by reference.)
3.2	Bye-laws of Foster Wheeler Ltd. amended May 22, 2002 (Filed as Exhibit 3.2 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 28, 2002 and incorporated herein by reference.)
3.3	Certificate of Formation of Foster Wheeler LLC
3.4	Limited Liability Company Agreement of Foster Wheeler LLC
3.5	Certificate of Incorporation of Equipment Consultants, Inc.
3.6	Bylaws of Equipment Consultants, Inc.
3.7	Memorandum of Association of Foster Wheeler Holdings Ltd.*
3.8	Bye-laws of Foster Wheeler Holdings Ltd.*
3.9	Certificate of Incorporation of Foster Wheeler Asia Limited
3.10	Bylaws of Foster Wheeler Asia Limited
3.11	Certificate of Incorporation of Foster Wheeler Capital & Finance Corporation
3.12	Bylaws of Foster Wheeler Capital & Finance Corporation
3.13	Certificate of Incorporation of Foster Wheeler Constructors, Inc.
3.14	Bylaws of Foster Wheeler Constructors, Inc.
3.15	Certificate of Incorporation of Foster Wheeler Development Corporation
3.16	Bylaws of Foster Wheeler Development Corporation

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3.17	Certificate of Incorporation of Foster Wheeler Energy Corporation
3.18	Bylaws of Foster Wheeler Energy Corporation
3.19	Certificate of Incorporation of Foster Wheeler Energy Manufacturing, Inc.
3.20	Bylaws of Foster Wheeler Energy Manufacturing, Inc.
3.21	Articles of Incorporation of Foster Wheeler Energy Services, Inc.
3.22	Bylaws of Foster Wheeler Energy Services, Inc.
3.23	Certificate of Incorporation of Foster Wheeler Enviresponse, Inc.
3.24	Bylaws of Foster Wheeler Enviresponse, Inc.
3.25	Articles of Incorporation of Foster Wheeler Environmental Corporation
3.26	Bylaws of Foster Wheeler Environmental Corporation
3.27	Certificate of Incorporation of Foster Wheeler Facilities Management, Inc.
3.28	Bylaws of Foster Wheeler Facilities Management, Inc.
3.29	Certificate of Incorporation of Foster Wheeler Inc.
3.30	Bylaws of Foster Wheeler Inc.
3.31	Certificate of Incorporation of Foster Wheeler International Corporation
3.32	Bylaws of Foster Wheeler International Corporation
3.33	Certificate of Incorporation of Foster Wheeler International Holdings, Inc.
3.34	Bylaws of Foster Wheeler International Holdings, Inc.
3.35	Certificate of Incorporation of Foster Wheeler Power Group, Inc.
3.36	Bylaws of Foster Wheeler Power Group, Inc.
3.37	Certificate of Incorporation of Foster Wheeler Power Systems, Inc.
3.38	Bylaws of Foster Wheeler Power Systems, Inc.
3.39	Certificate of Incorporation of Foster Wheeler Pyropower, Inc.
3.40	Bylaws of Foster Wheeler Pyropower, Inc.
3.41	Certificate of Incorporation of Foster Wheeler Real Estate Development Corp.
3.42	Bylaws of Foster Wheeler Real Estate Development Corp.
3.43	Certificate of Incorporation of Foster Wheeler Realty Services, Inc.
3.44	Bylaws of Foster Wheeler Realty Services, Inc.
3.45	Certificate of Incorporation of Foster Wheeler USA Corporation
3.46	Bylaws of Foster Wheeler USA Corporation
3.47	Certificate of Incorporation of Foster Wheeler Virgin Islands, Inc.
3.48	Bylaws of Foster Wheeler Virgin Islands, Inc.
3.49	Certificate of Incorporation of Foster Wheeler Zack, Inc.
3.50	Bylaws of Foster Wheeler Zack, Inc.
3.51	Certificate of Incorporation of FW Mortshal, Inc.
3.52	Bylaws of FW Mortshal, Inc.
3.53	Certificate of Formation of FW Technologies Holdings, LLC
3.54	Limited Liability Company Agreement of FW Technologies Holdings, LLC

II-4

3.55	Certificate of Incorporation of HFM International, Inc.
3.56	Bylaws of HFM International, Inc.
3.57	Certificate of Incorporation of Process Consultants, Inc.
3.58	Bylaws of Process Consultants, Inc.
3.59	Articles of Incorporation of Pyropower Operating Services Company, Inc.
3.60	Bylaws of Pyropower Operating Services Company, Inc.
3.61	Certificate of Trust of Perryville III Trust
4.1	Foster Wheeler Ltd. hereby agrees to furnish copies of instruments defining the rights of holders of its long term debt and the long term debt of its consolidated subsidiaries if the total amount of securities thereunder does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis to the Commission upon its request.
4.2	Form of Supplemental Indenture relating to debentures underlying the trust securities.*
4.3	Form of Amended Guarantee Agreement relating to trust securities*
4.4	Certificate of Trust for FW Preferred Capital Trust I (Filed as Exhibit 4.4 to Foster Wheeler Corporation's Form S-3 (Registration No. 333-52369) filed on May 11, 1998 and incorporated herein by reference).
4.5	Amended and Restated Declaration of Trust for FW Preferred Capital Trust I.*
4.6	Form of Preferred Security Certificate (Filed as Exhibit 4.9 to Foster Wheeler Corporation's Form S-3 (Registration No. 333 52369) filed on June 24, 1998 and incorporated herein by reference).
4.7	Indenture relating to convertible notes (Filed as Exhibit 4.4 to Foster Wheeler Ltd.'s Form S-3 (Registration No. 333-64090) filed on August 15, 2001 and incorporated herein by reference).
4.8	Form of Supplemental Indenture relating to convertible notes.
4.9	Indenture relating to Robbins bonds.
4.10	Exit Funding Agreement relating to Robbins bonds.
4.11	Indenture relating to 2005 notes.
4.12	Amended and Restated First Supplemental Indenture relating to 2005 notes (Filed as Exhibit 4.2 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 29, 2001 and incorporated by reference herein).
4.13	Second Supplemental Indenture relating to 2005 notes (Filed as Exhibit 4.1 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 28, 2002 and incorporated herein by reference).
4.14	Form of Third Supplemental Indenture relating to 2005 notes.
4.15	Security Agreement relating to 2005 notes (Filed as Exhibit 10.13 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 28, 2002 and incorporated herein by reference).
4.16	Guaranty Agreement relating to 2005 notes (Filed as Exhibit 4.2 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 28, 2002 and incorporated by reference herein).
4.17	Form of Guaranty Agreement relating to new notes.**
4.18	Form of Supplemental Indenture relating to the new notes**
4.19	Form of Note relating to new notes.**
5.1	Form of Opinion of Conyers Dill & Pearman as to the legality of the common shares.

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5.2	Form of Opinion of King & Spalding LLP as to the validity of the new notes and the guarantees.
8.1	Tax Opinion of King & Spalding LLP.
12.1	Computation of Ratio of Earnings to Fixed Charges.
13.1	Annual Report on Form 10-K/A (Amendment No. 2) for the year ended December 27, 2002 (Filed on December 19, 2003 and incorporated by reference herein).
13.2	Quarterly Report on Form 10-Q/A for the quarter ended September 26, 2003. (Filed on December 19, 2003 and incorporated by reference herein).
21.1	Subsidiaries of the Registrant.*
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
23.3	Consent of King & Spalding LLP (included in Exhibits 5.2 and 8.1).
24.1	Power of Attorney (included in signature pages to this Form S-4).
99.1	Form of Letter of Transmittal and Consent relating to trust securities.
99.2	Form of Notice of Guaranteed Delivery relating to trust securities.
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees relating to trust securities.
99.4	Form of Letter to Clients relating to trust securities.
99.5	Form of Instruction to Registered Holder relating to trust securities.
99.6	Form of Letter of Transmittal and Consent relating to convertible notes.
99.7	Form of Notice of Guaranteed Delivery relating to convertible notes.
99.8	Form of Letters to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees relating to convertible notes.
99.9	Form of Letter to Clients relating to convertible notes.
99.10	Form of Instruction to Registered Holder relating to convertible notes.
99.11	Form of Letter of Transmittal relating to Robbins bonds.
99.12	Form of Notice of Guaranteed Delivery relating to Robbins bonds.
99.13	Form of Notice of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees relating to Robbins bonds.
99.14	Form of Notice of Letter to Clients relating to Robbins bonds.
99.15	Form of Instruction to Registered Holder relating to Robbins bonds.
99.16	Form of Notice of Letter of Transmittal and Consent relating to 2005 notes.
99.17	Form of Notice of Guaranteed Delivery relating to 2005 notes.
99.18	Form of Notice of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees relating to 2005 notes.
99.19	Form of Notice of Letter to clients relating to 2005 notes.
99.20	Form of Instruction to Registered Holder relating to 2005 notes.

*

Previously filed

**

To be filed by amendment

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Item 22. Undertakings.

        The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless

II-7

in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER LTD.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  RAYMOND J. MILCHOVICH Raymond J. Milchovich	Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	December 19, 2003
/s/  KENNETH A. HILTZ Kenneth A. Hiltz	Chief Financial Officer (Principal Financial Officer)	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Vice President and Controller (Principal Accounting Officer)	December 19, 2003
/s/  EUGENE D. ATKINSON Eugene D. Atkinson	Director	December 19, 2003
/s/  JOHN P. CLANCEY John P. Clancey	Director	December 19, 2003

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/s/  MARTHA CLARK GOSS Martha Clark Goss	Director	December 19, 2003
/s/  JOSEPH J. MELONE Joseph J. Melone	Director	December 19, 2003
/s/  JOHN E. STUART John E. Stuart	Director	December 19, 2003
James D. Woods	Director

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER LLC
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  THOMAS R. O'BRIEN Thomas R. O'Brien	General Counsel, Senior Vice President and Manager (Principal Executive Officer)	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Vice President and Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  STEVEN I. WEINSTEIN Steven I. Weinstein	Vice President, Deputy General Counsel and Manager	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003
/s/  RAKESH K. JINDAL Rakesh K. Jindal	Manager	December 19, 2003
/s/  PETER DOUGLAS Peter Douglas	Manager	December 19, 2003

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

EQUIPMENT CONSULTANTS, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director and President (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SEERBO Anthony Seerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER HOLDINGS LTD.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Vice President and Assistant Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  RAYMOND J. MILCHOVICH Raymond J. Milchovich	Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Director, Vice President and Assistant Secretary	December 19, 2003
/s/  PETER DOUGLAS Peter Douglas	Director	December 19, 2003

II-13

/s/  RAKESH K. JINDAL Rakesh K. Jindal	Director	December 19, 2003
/s/  THOMAS R. O'BRIEN Thomas R. O'Brien	Director	December 19, 2003
/s/  STEVEN I. WEINSTEIN Steven I. Weinstein	Director	December 19, 2003

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER ASIA LIMITED
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Director and Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  KEITH E. BATCHELOR Keith E. Batchelor	President and Director (Principal Executive Officer)	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Director and Secretary	December 19, 2003

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER CAPITAL & FINANCE     CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  THIERRY DEMARIS Thierry Desmaris	Director and President (Principal Executive Officer)	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  JOHN J. HERGUTH, JR. John J. Herguth, Jr.	Director	December 19, 2003
/s/  STEVEN I. WEINSTEIN Steven I. Weinstein	Director	December 19, 2003

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER CONSTRUCTORS, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director, President & CEO (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Director, Vice President, & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  CLIFTON J. CRUMM II Clifton J. Crumm II	Director and Executive Vice President	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER DEVELOPMENT CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director, Chairman & President (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)	December 19, 2003
/s/  CLIFTON J. CRUMM II Clifton J. Crumm II	Director	December 19, 2003
/s/  VENKATRAMA SESHAMANI Venkatrama Seshamani	Director and Vice President	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER ENERGY CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director, Chairman, President & CEO (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  CLIFTON J. CRUMM II Clifton J. Crumm II	Director and Vice President	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER ENERGY     MANUFACTURING, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director and President (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Director and Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  CLIFTON J. CRUMM II Clifton J. Crumm II	Executive Vice President	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER ENERGY SERVICES, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director, President & Chief Executive Officer (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  CLIFTON J. CRUMM II Clifton J. Crumm II	Director and Executive Vice President	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER ENVIRESPONSE, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Director and Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  THOMAS R. O'BRIEN Thomas R. O'Brien	Director and President (Principal Executive Officer)	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Director and Secretary	December 19, 2003

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER ENVIRONMENTAL     CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director, Chairman, President & CEO (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  THOMAS R. O'BRIEN Thomas R. O'Brien	Director	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER FACILITIES     MANAGEMENT, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director and President (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	December 19, 2003
/s/  MARTIN J. KARPENSKI Martin J. Karpenski	Director and Vice President	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Vice President, Secretary and Chief Compliance Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  RAYMOND J. MILCHOVICH Raymond J. Milchovich	Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	December 19, 2003
/s/  KENNETH A. HILTZ Kenneth A. Hiltz	Chief Financial Officer (Principal Financial Officer)	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Director, Vice President and Controller	December 19, 2003
/s/  LISA J. WOOD Lisa J. Wood	Chief Accounting Officer (Principal Accounting Officer)	December 19, 2003
/s/  THOMAS R. O'BRIEN Thomas R. O'Brien	Director, General Counsel & Senior Vice President Corporate Affairs	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Vice President, Secretary and Chief Compliance Officer	December 19, 2003

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER INTERNATIONAL     CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  RAYMOND J. MILCHOVICH Raymond J. Milchovich	Director, Chairman, President & CEO (Principal Executive Officer)	December 19, 2003
/s/  RAMON U. VELEZ Ramon U. Velez	Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  KEITH E. BATCHELOR Keith E. Batchelor	Director	December 19, 2003
/s/  IAN M. BILL Ian M. Bill	Director	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Director	December 19, 2003
/s/  UMBERTO DELLA SALA Umberto della Sala	Director	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER INTERNATIONAL     HOLDINGS, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Vice President, Secretary & Chief Compliance Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  RAYMOND J. MILCHOVICH Raymond J. Milchovich	Director, Chairman, President & CEO (Principal Executive Officer)	December 19, 2003
/s/  KENNETH A. HILTZ Kenneth A. Hiltz	Chief Financial Officer (Principal Financial Officer)	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Director, Vice President and Controller	December 19, 2003
/s/  LISA J. WOOD Lisa J. Wood	Chief Accounting Officer (Principal Accounting Officer)	December 19, 2003
/s/  THOMAS R. O'BRIEN Thomas R. O'Brien	Director, General Counsel and Senior Vice President Corporate Affairs	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Vice President, Secretary and Chief Compliance Officer	December 19, 2003

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER POWER GROUP, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director, President & Chief Executive Officer (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Director, Senior Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)	December 19, 2003
/s/  CLIFTON J. CRUMM Clifton J. Crumm	Director and Executive Vice President	December 19, 2003
/s/  DAVID J. PARHAM David J. Parham	Director and Executive Vice President	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER POWER SYSTEMS, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  MARTIN J. KARPENSKI Martin J. Karpenski	Director, Chairman, President & Chief Executive Officer (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Director, Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)	December 19, 2003
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director	December 19, 2003
/s/  BRUCE C. STUDLEY Bruce C. Studley	Director and Senior Vice President	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER PYROPOWER, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  TIMO M. KAURANEN Timo M. Kauranen	President (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER REAL ESTATE DEVELOPMENT     CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  THIERRY DESMARIS Thierry Desmaris	Director and President (Principal Executive Officer)	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  STEVEN I. WEINSTEIN Steven I. Weinstein	Director	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER REALTY SERVICES, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  STEVEN I. WEINSTEIN Steven I. Weinstein	Director and President (Principal Executive Officer)	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  THIERRY DESMARIS Thierry Desmaris	Director	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER USA CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director, and President (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Director, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	December 19, 2003
/s/  CLIFTON J. CRUMM II Clifton J. Crumm II	Director	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER VIRGIN ISLANDS, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director and President (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  CLIFTON J. CRUMM II Clifton J. Crumm II	Director and Executive Vice President	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FOSTER WHEELER ZACK, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  MICHAEL DESIMONE Michael DeSimone	Director and President (Principal Executive Officer)	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Director, Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FW MORTSHAL, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director, Chairman & President (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

FW TECHNOLOGIES HOLDINGS, LLC
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  THIERRY DESMARIS Thierry Desmaris	President (Principal Executive Officer)	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  RAKESH K. JINDAL Rakesh K. Jindal	Manager	December 19, 2003
/s/  STEVEN I. WEINSTEIN Steven I. Weinstein	Manager	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-37

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

HFM INTERNATIONAL, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  THIERRY DESMARIS Thierry Desmaris	Director and President (Principal Executive Officer)	December 19, 2003
/s/  BRIAN K. FERRAIOLI Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  STEVEN I. WEINSTEIN Steven I. Weinstein	Director	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

PROCESS CONSULTANTS, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director and President (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Vice President and Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  RAKESH K. JINDAL Rakesh K. Jindal	Director and Director of Tax	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-39

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

PYROPOWER OPERATING SERVICES     COMPANY, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  BERNARD H. CHERRY Bernard H. Cherry	Director and President (Principal Executive Officer)	December 19, 2003
/s/  ANTHONY SCERBO Anthony Scerbo	Director and Controller (Principal Financial and Accounting Officer)	December 19, 2003
/s/  MARTIN J. KARPENSKI Martin J. Karpenski	Director and Vice President	December 19, 2003
/s/  BRUCE C. STUDLEY Bruce C. Studley	Director and Vice President	December 19, 2003
/s/  LISA FRIES GARDNER Lisa Fries Gardner	Secretary	December 19, 2003

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clinton, State of New Jersey, on December 19, 2003.

PERRYVILLE III TRUST
By	/s/  JOSEPH MATE
	Name:	Joseph Mate
	Title:	Authorized Officer of the Owner Trustee

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Kenneth A. Hiltz, Thomas R. O'Brien and Lisa Fries Gardner, severally, such person's true and lawful attorneys-in-fact and agents, with full power of substitution or resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, (including post-effective amendments) to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities as this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on December 19, 2003.

Signature	Title	Date
/s/  JOSEPH MATE Joseph Mate	Owner Trustee	December 19, 2003

II-41

EXHIBIT INDEX

Exhibit No.	Description
3.1	Memorandum of Association of Foster Wheeler Ltd. (Filed as Annex II to Foster Wheeler Ltd.'s Form S-4/A (File No. 333 52468) filed on March 9, 2001 and incorporated herein by reference.)
3.2	Bye-laws of Foster Wheeler Ltd. amended May 22, 2002 (Filed as Exhibit 3.2 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 28, 2002 and incorporated herein by reference.)
3.3	Certificate of Formation of Foster Wheeler LLC
3.4	Limited Liability Company Agreement of Foster Wheeler LLC
3.5	Certificate of Incorporation of Equipment Consultants, Inc.
3.6	Bylaws of Equipment Consultants, Inc.
3.7	Memorandum of Association of Foster Wheeler Holdings Ltd.*
3.8	Bye-laws of Foster Wheeler Holdings Ltd.*
3.9	Certificate of Incorporation of Foster Wheeler Asia Limited
3.10	Bylaws of Foster Wheeler Asia Limited
3.11	Certificate of Incorporation of Foster Wheeler Capital & Finance Corporation
3.12	Bylaws of Foster Wheeler Capital & Finance Corporation
3.13	Certificate of Incorporation of Foster Wheeler Constructors, Inc.
3.14	Bylaws of Foster Wheeler Constructors, Inc.
3.15	Certificate of Incorporation of Foster Wheeler Development Corporation
3.16	Bylaws of Foster Wheeler Development Corporation
3.17	Certificate of Incorporation of Foster Wheeler Energy Corporation
3.18	Bylaws of Foster Wheeler Energy Corporation
3.19	Certificate of Incorporation of Foster Wheeler Energy Manufacturing, Inc.
3.20	Bylaws of Foster Wheeler Energy Manufacturing, Inc.
3.21	Articles of Incorporation of Foster Wheeler Energy Services, Inc.
3.22	Bylaws of Foster Wheeler Energy Services, Inc.
3.23	Certificate of Incorporation of Foster Wheeler Enviresponse, Inc.
3.24	Bylaws of Foster Wheeler Enviresponse, Inc.
3.25	Articles of Incorporation of Foster Wheeler Environmental Corporation
3.26	Bylaws of Foster Wheeler Environmental Corporation
3.27	Certificate of Incorporation of Foster Wheeler Facilities Management, Inc.
3.28	Bylaws of Foster Wheeler Facilities Management, Inc.
3.29	Certificate of Incorporation of Foster Wheeler Inc.
3.30	Bylaws of Foster Wheeler Inc.
3.31	Certificate of Incorporation of Foster Wheeler International Corporation
3.32	Bylaws of Foster Wheeler International Corporation
3.33	Certificate of Incorporation of Foster Wheeler International Holdings, Inc.
3.34	Bylaws of Foster Wheeler International Holdings, Inc.
3.35	Certificate of Incorporation of Foster Wheeler Power Group, Inc.

3.36	Bylaws of Foster Wheeler Power Group, Inc.
3.37	Certificate of Incorporation of Foster Wheeler Power Systems, Inc.
3.38	Bylaws of Foster Wheeler Power Systems, Inc.
3.39	Certificate of Incorporation of Foster Wheeler Pyropower, Inc.
3.40	Bylaws of Foster Wheeler Pyropower, Inc.
3.41	Certificate of Incorporation of Foster Wheeler Real Estate Development Corp.
3.42	Bylaws of Foster Wheeler Real Estate Development Corp.
3.43	Certificate of Incorporation of Foster Wheeler Realty Services, Inc.
3.44	Bylaws of Foster Wheeler Realty Services, Inc.
3.45	Certificate of Incorporation of Foster Wheeler USA Corporation
3.46	Bylaws of Foster Wheeler USA Corporation
3.47	Certificate of Incorporation of Foster Wheeler Virgin Islands, Inc.
3.48	Bylaws of Foster Wheeler Virgin Islands, Inc.
3.49	Certificate of Incorporation of Foster Wheeler Zack, Inc.
3.50	Bylaws of Foster Wheeler Zack, Inc.
3.51	Certificate of Incorporation of FW Mortshal, Inc.
3.52	Bylaws of FW Mortshal, Inc.
3.53	Certificate of Formation of FW Technologies Holdings, LLC
3.54	Limited Liability Company Agreement of FW Technologies Holdings, LLC
3.55	Certificate of Incorporation of HFM International, Inc.
3.56	Bylaws of HFM International, Inc.
3.57	Certificate of Incorporation of Process Consultants, Inc.
3.58	Bylaws of Process Consultants, Inc.
3.59	Articles of Incorporation of Pyropower Operating Services Company, Inc.
3.60	Bylaws of Pyropower Operating Services Company, Inc.
3.61	Certificate of Trust of Perryville III Trust
4.1	Foster Wheeler Ltd. hereby agrees to furnish copies of instruments defining the rights of holders of its long term debt and the long term debt of its consolidated subsidiaries if the total amount of securities thereunder does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis to the Commission upon its request.
4.2	Form of Supplemental Indenture relating to debentures underlying the trust securities.*
4.3	Form of Amended Guarantee Agreement relating to trust securities*
4.4	Certificate of Trust for FW Preferred Capital Trust I (Filed as Exhibit 4.4 to Foster Wheeler Corporation's Form S-3 (Registration No. 333-52369) filed on May 11, 1998 and incorporated herein by reference).
4.5	Amended and Restated Declaration of Trust for FW Preferred Capital Trust I.*
4.6	Form of Preferred Security Certificate (Filed as Exhibit 4.9 to Foster Wheeler Corporation's Form S-3 (Registration No. 333 52369) filed on June 24, 1998 and incorporated herein by reference).
4.7	Indenture relating to convertible notes (Filed as Exhibit 4.4 to Foster Wheeler Ltd.'s Form S-3 (Registration No. 333-64090) filed on August 15, 2001 and incorporated herein by reference).

4.8	Form of Supplemental Indenture relating to convertible notes.
4.9	Indenture relating to Robbins bonds.
4.10	Exit Funding Agreement relating to Robbins bonds.
4.11	Indenture relating to 2005 notes.
4.12	Amended and Restated First Supplemental Indenture relating to 2005 notes (Filed as Exhibit 4.2 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 29, 2001 and incorporated by reference herein).
4.13	Second Supplemental Indenture relating to 2005 notes (Filed as Exhibit 4.1 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 28, 2002 and incorporated herein by reference).
4.14	Form of Third Supplemental Indenture relating to 2005 notes.
4.15	Security Agreement relating to 2005 notes (Filed as Exhibit 10.13 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 28, 2002 and incorporated herein by reference).
4.16	Guaranty Agreement relating to 2005 notes (Filed as Exhibit 4.2 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 28, 2002 and incorporated by reference herein).
4.17	Form of Guaranty Agreement relating to New Notes.**
4.18	Form of Supplemental Indenture relating to New Notes.**
4.19	Form of Note relating to new notes.**
5.1	Form of Opinion of Conyers Dill & Pearman as to the legality of the common shares.
5.2	Form of Opinion of King & Spalding LLP as to the validity of the new notes and the guarantees.
8.1	Tax Opinion of King & Spalding LLP.
12.1	Computation of Ratio of Earnings to Fixed Charges.
13.1	Annual Report on Form 10-K/A (Amendment No. 2) for the year ended December 27, 2002 (Filed on December 19, 2003 and incorporated by reference herein.)
13.2	Quarterly Report on Form 10-Q/A for the quarter ended September 26, 2003. (Filed on December 19, 2003 and incorporated by reference herein.)
21.1	Subsidiaries of the Registrant.*
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Conyers Dill & Pearman (included in Exhibit 5.1).
23.3	Consent of King & Spalding LLP (included in Exhibits 5.2 and 8.1).
24.1	Power of Attorney (included in signature pages to this Form S-4).
99.1	Form of Letter of Transmittal and Consent relating to trust securities.
99.2	Form of Notice of Guaranteed Delivery relating to trust securities.
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees relating to trust securities.
99.4	Form of Letter to Clients relating to trust securities.
99.5	Form of Instruction to Registered Holder relating to trust securities.
99.6	Form of Letter of Transmittal and Consent relating to convertible notes.
99.7	Form of Notice of Guaranteed Delivery relating to convertible notes.
99.8	Form of Letters to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees relating to convertible notes.

99.9	Form of Letter to Clients relating to convertible notes.
99.10	Form of Instruction to Registered Holder relating to convertible notes.
99.11	Form of Letter of Transmittal relating to Robbins bonds.
99.12	Form of Notice of Guaranteed Delivery relating to Robbins bonds.
99.13	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees relating to Robbins bonds.
99.14	Form of Letter to Clients relating to Robbins bonds.
99.15	Form of Instruction to Registered Holder relating to Robbins bonds.
99.16	Form of Letter of Transmittal and Consent relating to 2005 notes.
99.17	Form of Notice of Guaranteed Delivery relating to 2005 notes.
99.18	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees relating to 2005 notes.
99.19	Form of Letter to clients relating to 2005 notes.
99.20	Form of Instruction to Registered Holder relating to 2005 notes.

*

Previously filed

**

To be filed by amendment

QuickLinks

Schedule A
EXPLANATORY NOTE
TABLE OF CONTENTS
SUMMARY
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
RISK FACTORS
FORWARD LOOKING STATEMENTS
CAPITALIZATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Pro Forma Balance Sheet (Unaudited)(1) (In thousands)
SELECTED FINANCIAL DATA
RATIO OF EARNINGS TO FIXED CHARGES
USE OF PROCEEDS
ACCOUNTING TREATMENT FOR EXCHANGE OFFER
THE EXCHANGE OFFER AND THE CONSENT SOLICITATION
THE PROPOSED AMENDMENTS
THE TRUST
MARKET PRICE INFORMATION
DESCRIPTION OF SHARE CAPITAL
COMPARISON OF RIGHTS
U.S. FEDERAL INCOME TAX CONSIDERATIONS
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
INCORPORATION OF DOCUMENTS BY REFERENCE
ENFORCEMENT OF CIVIL LIABILITIES
TABLE OF CONTENTS
PRESENTATION OF INFORMATION
[ALTERNATE SECTION FOR NEW NOTES PROSPECTUS]
DESCRIPTION OF THE NEW NOTES
U.S. FEDERAL INCOME TAX CONSIDERATIONS
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
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EXHIBIT INDEX

EX-3.3

Exhibit 3.3

CERTIFICATE OF FORMATION

OF

FOSTER WHEELER LLC

THIS Certificate of Formation of FOSTER WHEELER LLC (the “Company”) has been duly executed and is being filed by an authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time.

1.  Name.  The name of the limited liability company formed hereby is FOSTER WHEELER LLC.

2.  Registered Office.  The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

3.  Registered Agent.  The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 9^th day of February, 2001.

/s/ Thomas R. O’Brien
Name:	Thomas R. O’Brien
Title:	Authorized Person

2

EX-3.4

Exhibit 3.4

AMENDED OCTOBER 3, 2001

LIMITED LIABILITY COMPANY AGREEMENT

OF

FOSTER WHEELER LLC

LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Foster Wheeler LLC (the “Company”), dated as of the 28th day of February, 2001, by and between the Company and Foreign Holdings Ltd., a Bermuda company (the “Member” and, together with any other member admitted to the Company pursuant to the terms of this Agreement, the “Members”).

W I T N E S S E T H :

WHEREAS, the Company was formed on February 9, 2001, pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”); and

WHEREAS, the Member desires to participate in the Company for the purpose of engaging in any act or activity for which limited liability companies may be organized under the Act, in accordance with the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby mutually covenant and agree as follows:

1.             Formation.  The Company has been previously formed as a limited liability company pursuant to the provisions of the Act by Thomas R. O’Brien, an authorized person, by the filing of the Certificate of Formation of the Company (the “Certificate of Formation”) with the Secretary of the State of Delaware.  The Member hereby adopts, confirms and ratifies said Certificate of Formation and all acts taken by the authorized person in connection therewith.

2.             Name.  The name of the limited liability company is “FOSTER WHEELER LLC”.  All business of the Company shall be conducted under such name.

3.             Purpose.  The Company is organized for the purpose of engaging in any act or activity for which limited liability companies may be organized under the Act, in accordance with this Agreement.

4.             Managers.

(a)           The Members may appoint one or more managers each as “manager” of the Company within the meaning of the Act (the “Managers”) to manage the business and affairs of the Company.  The Managers shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers,

1

statutory or otherwise, possessed by a manager of a limited liability company under the laws of the State of Delaware.

(b)           The decisions of the Managers, unless otherwise agreed by a majority of the Managers (including delegating the power to make certain decisions or take actions to specified Managers), are to be taken by a majority vote of all the Managers appointed at the time of the action.  Subject to the previous sentence, the Managers may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth such action taken, is signed by a majority of the Managers.

(c)           The Managers shall hold office until death, resignation or removal at the discretion of the Members.  If the position of a Manager becomes vacant, the Members shall appoint his or her successor.

5.             Officers.

(a)           The Members or the Managers may appoint one or more officers (the “Officers”) of the Company to run the day-to-day business and affairs of the Company.  Such Officers may engage in any activities in connection with the Company’s purposes and activities as set forth in Section 3.  All such Officers shall act in accordance with this Agreement and any resolution adopted by the Members or Managers.  When the duties do not conflict, any two or more offices may be held by the same individual.  The Officers may include, but not be limited to, a President, a Vice President, a Secretary, an Assistant Secretary, a Treasurer and an Assistant Treasurer.

(b)           The President shall be the chief executive officer of the Company and shall have such powers and perform such duties as are prescribed from time to time in connection with his or her appointment.

(c)           In the absence or disability of the President, any Vice President shall have the authority to perform all of the duties of the President and when so acting shall have all the powers of, and be subject to all of the restrictions upon, the President.  Vice Presidents shall have such other powers and perform such other duties as are prescribed from time to time in connection with their appointment.

(d)           The Secretary shall keep the seal of the Company and affix the same to all instruments executed by the Company which require it, maintain custody of and keep books of record and account, minutes of the meetings and proceedings of the Company and other records of the Company and generally perform all duties which pertain to the Secretary’s office.

(e)           The Assistant Secretary shall perform the duties and exercise the powers of the Secretary in the absence or disability of the Secretary.

(f)            The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Company and shall deposit all such funds to the credit of the Company in such depositories as may be designated from time to time by the Managers.  The Treasurer shall disburse the funds of the Company as may from time to time be ordered by the

2

Managers or the President.  The Treasurer shall render to the President, the Managers and the Members upon request an account of all his or her transactions as Treasurer.

(g)           The Assistant Treasurer shall perform the duties and exercise the powers of the Treasurer in the absence or disability of the Treasurer.

(h)           The General Counsel shall be the chief legal officer of the Company and shall perform all functions and duties incidental to that position and such other duties as may from time to time be assigned by the President or the Managers.  (Amended October 3, 2001)

(i)            The Deputy General Counsel shall perform the duties and exercise the powers of the General Counsel in the absence or disability of the General Counsel.  (Amended October 3, 2001)

6.             Registered Office and Agent.  The Company may establish any place of business as the Members may from time to time deem advisable.  The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.  The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7.             Dissolution.  The Company shall dissolve, and its affairs shall be wound up upon the unanimous election by the Members so to dissolve, liquidate and terminate the Company.  Notwithstanding anything to the contrary contained herein, the bankruptcy, death, dissolution, expulsion or incapacity of a Member, or the occurrence of any other event which terminates the continued membership of a Member in the Company, shall not cause the dissolution of the Company, and the Members are expressly authorized to continue the business of the Company in such event, without any further action on the part of the Members.

8.             Initial Capital Contributions.  Each Member has contributed the property set forth on Exhibit A as its capital contribution to the Company.

9.             Additional Contributions.  No Member shall be required to make any additional capital contribution to the Company without such Member’s consent.  A Member may make additional capital contributions to the Company with the unanimous written consent of the other Members.

10.           Distributions.  Distributions shall be made to the Members at the times and in the aggregate amounts determined by the Members.  Such distributions shall be allocated among the Members in proportion to the percentage interests of the Members, as set forth on Exhibit A attached hereto (the “Membership Interests”).

11.           Transfers.  A Member may not transfer, assign, pledge, hypothecate or encumber, in whole or in part, its interest in the Company, without the prior written consent of all the other Members.

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12.           Admission of Additional Members.  One or more additional members of the Company may be admitted to the Company with the consent of Members representing 100% of the Membership Interests in the Company.

13.           Limitation on Liability of Members.  The Members shall not be bound by, or be personally liable for, by reason of being a Member, a judgment, decree or order of a court or in any other manner, for the expenses, liabilities or obligations of the Company, and the liability of each Member shall be limited solely to the amount of its capital contributions.

14.           Limitation on Liability and Indemnification of Managers and Officers.

(a)           No Manager or Officer shall be liable to the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Manager or Officer in connection with any matter arising from, or related to, or in connection with this Agreement or the Company’s business or affairs; provided, however, that the foregoing shall not eliminate or limit the liability of any Manager or Officer if a judgment or other final adjudication adverse to the Manager or Officer establishes that the Manager’s or Officer’s acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that the Manager or Officer personally gained in fact a financial profit or other advantage to which the Manager or Officer was not legally entitled.

(b)           The Company shall, to the fullest extent permitted by the Act, indemnify and hold harmless, each Manager and Officer against any losses, claims, damages or liabilities to which the Manager or Officer may become subject in connection with any matter arising from, related to, or in connection with, this Agreement or the Company’s business or affairs; provided, however, that it shall be within the discretion of the Members whether to advance any funds in advance of disposition of any action, suit or proceeding and provided further that no indemnification may be made to or on behalf of any Manager or Officer if a judgment or other final adjudication adverse to the Manager or Officer establishes (i) that the Manager’s or Officer’s acts were, committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or (ii) that the Manager or Officer personally gained in fact a financial profit or other advantage to which the Manager or Officer was not legally entitled.

(c)           Notwithstanding anything else contained in this Agreement, the indemnity obligations of the Company under paragraph (b) above shall:

(i)            be in addition to any liability that the Company may otherwise have;

(ii)           inure to the benefit of the successors, assigns, heirs, and personal representatives of each Manager or Officer; and

(iii)          be limited to funds of the Company that would otherwise be available for distribution to the Members in accordance with the terms hereof.

15.           Governing Law.  This Agreement, including its existence, validity, construction and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware.

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16.           Amendments.  The vote of all of the Members and the Company shall be necessary to amend or repeal this Agreement or to adopt a new limited liability company agreement.

IN WITNESS WHEREOF, the Member has entered into this Agreement as of the day and year first above written.

FOREIGN HOLDINGS LTD.
as sole Member
By:	/s/  Gilles A. Renaud
	Name:	Gilles A. Renaud
	Title:	Director and President
FOSTER WHEELER LLC
By:	/s/  Thomas R. O’Brien
	Name:	Thomas R. O’Brien
	Title:	Manager

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EXHIBIT A

LIST OF MEMBERS, CAPITAL CONTRIBUTIONS

AND MEMBERSHIP INTERESTS

Member Name and Address	Capital Contribution		Membership Interest		Units Issued
Foreign Holdings Inc. Hamilton HM 11 Bermuda	$	1000	100	%	1,000

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EX-3.5

Exhibit 3.5

CERTIFICATE OF INCORPORATION

-of-

EQUIPMENT CONSULTANTS, INC.

WE, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST:  The name of the corporation is

EQUIPMENT CONSULTANTS, INC.

SECOND:  The registered office of the corporation is to be located at 306 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its registered agent at that address is the United States Corporation Company.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

Without limiting in any manner the scope and generality of the foregoing, it is hereby provided that the corporation shall have the following purposes, objects and powers:

To engage in the business of civil, mechanical, electrical and other engineering, general contracting and construction.

To engage in the business of designing, engineering and constructing  power generating plants and equipment, refineries, process plants, chemical plants, pipe lines and other manufacturing, mining,

transportation, business, governmental anddefense facilities of every kind and character and to engage in research, experimental, laboratory and development work in connection therewith.

To manufacture, buy, sell, deal in, and to engage in, conduct and carry on the business of manufacturing, buying, selling and dealing in goods, wares and merchandise of every class and description necessary or useful for the operations of this corporation.

To improve, manage, develop, sell, assign, transfer, lease, mortgage, pledge or otherwise dispose of or turn to account or deal with all or any part of the property of the corporation and from time to time to vary any investment or employment of capital of the corporation.

To borrow money, and to make and issue notes, bonds, debentures, obligations and evidences of indebtedness of all  kinds, whether secured by mortgage, pledge or otherwise, without limit as to amount, and to secure the same by mortgage, pledge or otherwise; and generally to make and perform agreements and contracts of every kind and description, including contracts of guaranty and suretyship.

To the same extent as natural persons might or could do, to purchase or otherwise acquire, and to hold, own, maintain, work, develop, sell, lease, exchange, hire, convey, mortgage or otherwise dispose of and deal in lands and leaseholds, and any interest, estate and rights in real property, and any personal or mixed property, and any franchises, rights, licenses or privileges necessary, convenient or appropriate for any of the purposes herein expressed.

To apply for, obtain, register, purchase, lease or otherwise to acquire and to hold, own, use, develop, operate and introduce and to sell, assign, grant licenses or territorial rights in respect to, or otherwise to turn to account or dispose of, any copyrights, trade marks, trade names, brands, labels, patent rights, letters patent of the United States or of any other country or government, inventions, improvements and processes, whether used in connection with or secured under letters patent or otherwise.

To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either alone or in association with other corporations, firms or individuals, and to do every other act or acts, thing or things incidental or appurtenant to or growing out of or connected with the aforesaid business or powers or any part or parts thereof, provided the same be not inconsistent with the laws under which this corporation is organized.

To acquire by purchase, subscription or otherwise, and to hold for investment or otherwise and to use, sell, assign, transfer, mortgage, pledge or otherwise deal with or dispose of stocks, bonds or any other obligations or securities of any corporation or corporations; to merge or consolidate with any corporation in such manner as may be permitted by law; to aid in any manner any corporation whose stocks, bonds or other obligations are held or in any manner guaranteed by this corporation, or in which this corporation is in any way interested; and to do any other acts or things for the preservation, protection, improvement or enhancement of the value of any such stock, bonds or other obligations; and while owner of any such stock, bonds or other obligations to exercise all the rights, powers and privileges of ownership thereof, and to exercise any and all voting powers thereon; and to guarantee the payment of dividends upon any stock, the principal or interest or both, of any bonds or other obligations, and the performance of any contracts.

The business or purpose of the corporation is from time to time to do any one or more of the acts and things hereinabove set forth, and it shall have power to conduct and carry on its said business, or any part thereof, and to have one or more offices, and to exercise any or all of its corporate powers and rights, in the State of Delaware, and in the various other states, territories, colonies and dependencies of the United States, in the District of Columbia, and in all or any foreign countries.

The enumeration herein of the objects and purposes of the corporation shall be construed as powers as well as objects and purposes and shall not be deemed to exclude by inference any powers, objects or

purposes which the corporation is empowered to exercise, whether expressly by force of the laws of the State of Delaware now or hereafter in effect, or impliedly by the reasonable construction of the said laws.

FOURTH:  The total number of shares of stock which the corporation is authorized to issue is two thousand (2,000), all of which are without par value.

FIFTH:  The name and address of each of the incorporators are as follows:

NAME	ADDRESS
Ray A. Barr	60 Wall Street, New York, N.Y. 10005
Paul Allersmeyer	60 Wall Street, New York, N.Y. 10005
Robert W. Chaplick	60 Wall Street, New York, N.Y. 10005

SIXTH:  The following provisions are inserted for the management of the business and for the conduct of the affairs of the corporation, and for further definition, limitation and regulation of the powers of the corporation and of its directors and stockholders:

(1)  The number of directors of the corporation shall be such as from time to time shall be fixed by, or in the manner provided in the by-laws.  Election of directors need not be by ballot unless the by-laws so provide.

(2)  The Board of Directors shall have power without the assent or vote of the stockholders

(a)  To make, alter, amend, change, add to or repeal the By-Laws of the corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property

of the corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

(b)  To determine from time to time whether, and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the corporation (other than the stock ledger) or any of them, shall be open to the inspection of the stockholders.

(3)  The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding  upon the corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

(4)  In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this certificate, and to any by-laws from time

to time made by the stockholders; provided, however, that no by-laws so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

SEVENTH:  The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

EIGHTH:  Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or

arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH:  The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, we have hereunto set our hands and seals, the 23rd day of January, 1970.

In the presence of:

L.  Calsado
	RAY A. BARR	(L.S.)
	PAUL ALLERSMEYER	(L.S.)
	ROBERT W. CHAPLICK	(L.S.)

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

BE IT REMEMBERED that on this 23rd day of January, 1970, personally came before me, Ann Patalano, a Notary Public in and for the County and State aforesaid, Ray A. Barr, Paul Allersmeyer and Robert W. Chaplick, parties to the foregoing Certificate of Incorporation, known to me personally to be such, and severally acknowledged the said Certificate to be the act and deed of the signers respectively, and that the facts therein stated are true.

GIVEN under my hand and seal of office the day and year aforesaid.

	ANN PATALANO
ANN PATALANO
NOTARY PUBLIC	[SEAL]
STATE OF NEW YORK

EX-3.6

Exhibit 3.6

BY - LAWS

OF

EQUIPMENT CONSULTANTS, INC.

ARTICLE I

OFFICES

SECTION 1.REGISTERED OFFICE. —The registered office shall be established and maintained at the office of the United States Corporation Company, in the City of Dover, in the County of Kent, in the State of Delaware, and said corporation shall be the registered agent of this corporation in charge thereof.

SECTION 2.OTHER OFFICES. —The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.ANNUAL MEETINGS. —Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on the last Thursday in March, beginning in 1971.

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.OTHER MEETINGS. —Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.VOTING. —Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 4.QUORUM. —Except as otherwise required by Law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.SPECIAL MEETINGS. —Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary, or by resolution of the directors.

SECTION 6.NOTICE OF MEETINGS. — Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 7.ACTION WITHOUT MEETING. —Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1.NUMBER AND TERM. —The number of directors shall be one (1) or more, as established by resolution of the stockholders or the Board of Directors, from time to time. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.

SECTION 2.RESIGNATIONS. —Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES. —If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.REMOVAL. —Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.INCREASE OF NUMBER. —The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.POWERS. —The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-Laws conferred upon or reserved to the stockholders.

SECTION 7.COMMITTEES. —The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation.  The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the By-Laws of the corporation; and, unless the resolution, these By-Laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

SECTION 8.MEETINGS. —The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent in writing of all the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors

on at least two days’ notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

SECTION 9.QUORUM. —A majority of the directors shall constitute a quorum for the transaction of business.  If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION 10.COMPENSATION. —Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 11.ACTION WITHOUT MEETING. —Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

SECTION 1.OFFICERS. —The officers of the corporation shall be a President, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  More than two offices may be held by the same person.

SECTION 2.OTHER OFFICERS AND AGENTS. —The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.CHAIRMAN. —The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the

Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.PRESIDENT. —The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation.  Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.VICE-PRESIDENT. —Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.TREASURER.—The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7.SECRETARY. —The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform

such other duties as may be assigned to him by the directors or the President.  He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

SECTION 8.ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. —Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

MISCELLANEOUS

SECTION 1.CERTIFICATES OF STOCK. —Certificate of stock, signed by the Chairman or Vice Chairman of the Board of Directors, if they be elected, President or Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation.  When such certificates are countersigned (1) by a transfer agent other than the corporation or its employee, or, (2) by a registrar other that the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2LOST CERTIFICATES. —A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.TRANSFER OF SHARES. —The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.STOCKHOLDERS RECORD DATE. —In order that the corporation may determine the stockholders entitled to notice of or

to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.DIVIDENDS. —Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.  Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.SEAL. —The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE”.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.FISCAL YEAR. —The fiscal year of the corporation shall be the calendar year.

SECTION 8.CHECKS. —All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.NOTICE AND WAIVER OF NOTICE. —Whenever any notice is required by these By Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or By Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By Law or By-Laws to be made, be contained in the notice of such special meeting.

EX-3.9

Exhibit 3.9

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER ASIA LIMITED

I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST:  The name of the corporation is

FOSTER WHEELER ASIA LIMITED

SECOND:    Its registered office is to be located at 306 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware. The name of its registered agent at that address is the United States Corporation Company.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which the corporation is authorized to issue is one thousand (1,000) shares, all of which are without par value.

FIFTH:  The name and address of the single incorporator are

Daniel S. Nuter               70 Pine Street, New York, N.Y. 10270

SIXTH:  The By-Laws of the corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders. Elections of directors need not be by ballot unless the By-Laws so provide.

SEVENTH:  The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

EIGHTH:  The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand and seal, the 17th day of November, 1982.

/s/ DANIEL S. NUTER	(L.S.)
Daniel S. Nuter

In the presence of:

E. PELLECCHIA

EX-3.10

Exhibit 3.10

B Y - L A W S

OF

FOSTER WHEELER ASIA LIMITED

ARTICLE I

OFFICES

SECTION 1.REGISTERED OFFICE. —The registered office shall be established and maintained at the office of the United States Corporation Company, in the City of Dover, in the County of Kent, in the State of Delaware, and said corporation shall be the registered agent of this corporation in charge thereof.

SECTION 2.OTHER OFFICES. —The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.ANNUAL MEETINGS. —Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.OTHER MEETINGS. —Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.VOTING. —Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be

entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 4.QUORUM. —Except as otherwise required by Law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.SPECIAL MEETINGS. —Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary, or by resolution of the directors.

SECTION 6.NOTICE OF MEETINGS. —Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than sixty days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 7.ACTION WITHOUT MEETING. —Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1.NUMBER AND TERM. —The number of directors shall be one (1) or more, as established by resolution of the stockholders or the Board of Directors, from time to time.  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.

SECTION 2.RESIGNATIONS. —Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES. —If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.REMOVAL. —Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

Unless the Certificate of Incorporation otherwise provides, stockholders may effect removal of a director who is a member of a classified Board of Directors only for cause.  If the Certificate of Incorporation provides for cumulative voting and if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to

elect him if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

If the holders of any class or series are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, these provisions shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

SECTION 5.INCREASE OF NUMBER. —The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.POWERS. —The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-Laws conferred upon or reserved to the stockholders.

SECTION 7.COMMITTEES. —The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation.  The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the By-Laws of the corporation; and, unless the resolution, these By-Laws, or the

Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

SECTION 8.MEETINGS. —The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent in writing of all the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors on at least two day’s notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 9.QUORUM. —A majority of the directors shall constitute a quorum for the transaction of business.  If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION 10.COMPENSATION. —Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 11.ACTION WITHOUT MEETING. —Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

SECTION  1.OFFICERS. —The officers of the corporation shall be a President, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualfied.  In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  More than two offices may be held by the same person.

SECTION  2.OTHER OFFICERS AND AGENTS. —The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION  3.CHAIRMAN. —The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION  4.PRESIDENT. —The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation.  Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION  5.VICE-PRESIDENT. —Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION  6.TREASURER. —The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and

other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION  7.SECRETARY. —The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President.  He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

SECTION  8.ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. —Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

MISCELLANEOUS

SECTION  1.CERTIFICATES OF STOCK. —Certificate of stock, signed by the Chairman or Vice Chairman of the Board of Directors, if they be elected, President or Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation.  Any of or all the signatures may be facsimiles.

SECTION  2.LOST CERTIFICATES. —A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding

double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION  3.TRANSFER OF SHARES. —The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION  4.STOCKHOLDERS RECORD DATE. —In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION  5.DIVIDENDS. —Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.  Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION  6.SEAL. —The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE”.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION  7.FISCAL YEAR. —The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION  8.CHECKS. —All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION  9.NOTICE AND WAIVER OF NOTICE. —Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special meeting.

EX-3.11

Exhibit 3.11

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER CAPITAL & FINANCE CORPORATION

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST:  The name of the corporation (hereinafter called the “corporation”) is FOSTER WHEELER CAPITAL & FINANCE CORPORATION.

SECOND:  The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington 19805, County of New Castle; and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:  The total number of shares of stock which the corporation shall have authority to issue is one thousand, all of which are without par value.  All such shares are of one class and are shares of Common Stock.

FIFTH:  The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
Melvin Maldonado	375 Hudson Street, 11th Floor
	New York, New York 10014

SIXTH:  The corporation is to have perpetual existence.

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SEVENTH:  Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH:  For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1.  The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws.  The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies.  No election of directors need be by written ballot.

2.  After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

2

3.  Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders.  Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH:  The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

TENTH:  The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ELEVENTH:  From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Signed on December 10, 1996.
	/s/ Melvin Maldonado
	Melvin Maldonado, Incorporator

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EX-3.12

Exhibit 3.12

BYLAWS

OF

FOSTER WHEELER CAPITAL & FINANCE CORPORATION

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1.CERTIFICATES REPRESENTING STOCK.   Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation.  Any or all the signatures on any such certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law.  Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2.UNCERTIFICATED SHARES.   Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall

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be uncertificated shares.  Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

3.FRACTIONAL SHARE INTERESTS.   The corporation may, but shall not be required to, issue fractions of a share.  If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share.  A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation.  The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4.STOCK TRANSFERS.   Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

5.RECORD DATE FOR STOCKHOLDERS.   In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.  In order that the corporation

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may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.  In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6.MEANING OF CERTAIN TERMS.   As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

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7.STOCKHOLDER MEETINGS.

• TIME.   The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting.  A special meeting shall be held on the date and at the time fixed by the directors.

• PLACE.   Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix.  Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

• CALL.   Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

• NOTICE OR WAIVER OF NOTICE.   Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined.  The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes.  The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called.  The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law.  Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation.  Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail.  If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting.  Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein.  Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

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• STOCKHOLDER LIST.   The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

• CONDUCT OF MEETING.   Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders.  The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

• PROXY REPRESENTATION.   Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting.  Every proxy must be signed by the stockholder or by his attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

• INSPECTORS.   The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability.  The inspectors, if any, shall determine the number of shares of stock outstanding

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and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them.  Except as otherwise required by subsection (e) of Section 231 of the General Corporation Law, the provisions of that Section shall not apply to the corporation.

• QUORUM.   The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business.  The stockholders present may adjourn the meeting despite the absence of a quorum.

• VOTING.   Each share of stock shall entitle the holder thereof to one vote.  Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.  Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws.  In the election of directors, and for any other action, voting need not be by ballot.

8.STOCKHOLDER ACTION WITHOUT MEETINGS.   Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

1.FUNCTIONS AND DEFINITION.   The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation.  The Board of Directors shall have the authority to fix the compensation of the

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members thereof.  The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2.NUMBER AND TERM.—The number of directors shall be one (1) or more, as established by resolution of the stockholders or the Board of Directors, from time to time.  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.

3.ELECTION AND TERM.   The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.  Any director may resign at any time upon written notice to the corporation.  Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.  Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

4.MEETINGS.

• TIME.   Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

• PLACE.   Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

• CALL.   No call shall be required for regular meetings for which the time and place have been fixed.  Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

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• NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.   No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

• QUORUM AND ACTION.   A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board.  A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

• CHAIRMAN OF THE MEETING.   The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5.REMOVAL OF DIRECTORS.   Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6.COMMITTEES.   The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may

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replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

7.WRITTEN ACTION.   Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may

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be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

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EX-3.13

Exhibit 3.13

FILED
SEP 26 1986	9AM
/s/ [ILLEGIBLE]
SECRETARY OF STATE

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER CONSTRUCTORS, INC.

I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST:   The name of the corporation is

FOSTER WHEELER CONSTRUCTORS, INC.

SECOND:   Its registered office is to be located at 229 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware. The name of its registered agent at that address is the United States Corporation Company.

THIRD:   The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:   The total number of shares of stock which the corporation is authorized to issue is one thousand (1,000) shares, all of which are without par value.

FIFTH:   The name and address of the single incorporator are

Daniel S.   Nuter 70 Pine Street, New York, N.Y. 10270

SIXTH:   The By-Laws of the corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders. Elections of directors need not be by ballot unless the By-Laws so provide.

SEVENTH:   The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

EIGHTH:   The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH:   The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand and seal, the 25th day of September, 1986.

DANIEL S. NUTER	(L.S.)
Daniel S. Nuter

EX-3.14

Exhibit 3.14

BY-LAWS

OF

FOSTER WHEELER CONSTRUCTORS, INC.

ADOPTED JANUARY 15, 1990

ARTICLE I
MEETINGS OF STOCKHOLDERS

SECTION 1.   ANNUAL MEETINGS.—Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the offices of Foster Wheeler Corporation, Clinton, New Jersey, on the last Monday in April, at 2:00 P.M.

SECTION 2.   VOTING.—Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All elections for directors shall be decided by plurality vote. All other questions shall be decided by majority vote, except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 3.   QUORUM.—Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall shall constitute a quorum of all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

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SECTION   4.   SPECIAL MEETINGS.—Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary, or by resolution of the directors.

SECTION   5.   NOTICE OF MEETINGS.—Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than sixty days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION   6.   ACTION WITHOUT MEETING.—Unless otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

DIRECTORS

SECTION   1.   NUMBER AND TERM.—The number of directors shall be one (1) as established by resolution of the stockholders or the Board of Directors, from time to time.  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.  Directors need not be stockholders.

SECTION   2.   RESIGNATIONS.—Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION   3.   VACANCIES.—If the office of any director, member of a committee or officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION   4.   REMOVAL.—Except as hereinafter provided, any director may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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SECTION   5.   POWERS.—The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-Laws conferred upon or reserved to the stockholders.

SECTION   6.   COMMITTEES.—The Board of Directors may, by resolution or resolutions, designate one or more committees, each committee to consist of two or more of the directors of the corporation.  Any such committee may recommend items for action by the Board of Directors.

SECTION   7.   MEETINGS.—The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors on at least two days’ notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION   8.   QUORUM.—A majority of the directors shall constitute a quorum for the transaction of business.  If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION   9.   COMPENSATION.—Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION   10.   ACTION WITHOUT MEETING.—Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent if filed with the minutes of proceedings of the board or committee.

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ARTICLE III

OFFICERS

SECTION   1.   OFFICERS.—The officers of the corporation shall be a President and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  More than two offices may be held by the same person.

SECTION   2.   OTHER OFFICERS AND AGENTS.—The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION   3.   CHAIRMAN.—The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the stockholders and of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION   4.   PRESIDENT.—The President shall preside at all meetings of the stockholders and of the Board of Directors in the absence or non-election of the Chairman of the Board of Directors.  He shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION   5.   CHIEF EXECUTIVE OFFICER & CHIEF OPERATING OFFICER.—The Board of Directors may designate a Chief Executive Officer and/or Chief Operating Officer.

SECTION   6.   VICE-PRESIDENT.—Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION   7.   SECRETARY.—The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President.  He shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it.

SECTION   8.   ASSISTANT SECRETARIES.—Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

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ARTICLE IV

MISCELLANEOUS

SECTION   1.   CERTIFICATES OF STOCK.—Certificates of stock, signed by the Chairman, if elected, or President, and the Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation.  Any of or all the signatures may be facsimiles.

SECTION   2.   LOST CERTIFICATES.—A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION   3.   TRANSFER OF SHARES.—The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION   4.   STOCKHOLDERS RECORD DATE.—In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of directors may fix a new record date for the adjourned meeting.

SECTION   5.   DIVIDENDS.—Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.  Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

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SECTION   6.   SEAL.—The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.”  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION   7.   FISCAL YEAR.—The fiscal year of the corporation shall be the calendar year, unless otherwise determined by resolution of the Board of Directors.

SECTION   8.   NOTICE AND WAIVER OF NOTICE.—Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

AMENDMENTS

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special meeting.

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EX-3.15

Exhibit 3.15

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER DEVELOPMENT CORPORATION

I,  THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST:    The name of the corporation is

FOSTER WHEELER DEVELOPMENT CORPORATION

SECOND:    Its registered office is to be located at 306 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its registered agent at that address is the United States Corporation Company.

THIRD:    The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:    The total number of shares of stock which the corporation is authorized to issue is 1,000 shares without par value.

FIFTH:    The name and address of the single incorporator are M. P. Gorsuch, 306 South State Street, Dover, Delaware.

SIXTH:    The By-Laws of the corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders.

SEVENTH:    The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

EIGHTH:    The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand and seal, the 3rd day of March, 1976.

M. P. GORSUCH	(L.S)
M. P. Gorsuch
Incorporator

EX-3.16

Exhibit 3.16

BY-LAWS

OF

FOSTER WHEELER DEVELOPMENT CORPORATION

JANUARY 24, 1990

ARTICLE I
MEETINGS OF STOCKHOLDERS

SECTION 1.  ANNUAL MEETINGS.—Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the offices of Foster Wheeler Corporation, Clinton, New Jersey, on the last Monday in April, at 2:00 P. M.

SECTION 2.  VOTING.—Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All elections for directors shall be decided by plurality vote. All other questions shall be decided by majority vote, except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 3.  QUORUM.—Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall shall constitute a quorum of all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

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SECTION 4.  SPECIAL MEETINGS.—Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary, or by resolution of the directors.

SECTION 5.  NOTICE OF MEETINGS.—Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than sixty days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 6.  ACTION WITHOUT MEETING.—Unless otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

DIRECTORS

SECTION 1.  NUMBER AND TERM.—The number of directors shall be one (1) or more, as established by resolution of the stockholders or the Board of Directors, from time to time.  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.  Directors need not be stockholders.

SECTION 2.  RESIGNATIONS.—Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.  VACANCIES.—If the office of any director, member of a committee or officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.  REMOVAL.—Except as hereinafter provided, any director may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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SECTION 5.  POWERS.—The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-Laws conferred upon or reserved to the stockholders.

SECTION 6.  COMMITTEES.—The Board of Directors may, by resolution or resolutions, designate one or more committees, each committee to consist of two or more of the directors of the corporation.  Any such committee may recommend items for action by the Board of Directors.

SECTION 7.  MEETINGS.—The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors on at least two days’ notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 8.  QUORUM.—A majority of the directors shall constitute a quorum for the transaction of business.  If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION 9.  COMPENSATION.—Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 10.  ACTION WITHOUT MEETING.—Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent if filed with the minutes of proceedings of the board or committee.

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ARTICLE III

OFFICERS

SECTION 1.  OFFICERS.—The officers of the corporation shall be a President and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  More than two offices may be held by the same person.

SECTION 2.  OTHER OFFICERS AND AGENTS.—The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.  CHAIRMAN.—The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the stockholders and of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.  PRESIDENT.—The President shall preside at all meetings of the stockholders and of the Board of Directors in the absence or non-election of the Chairman of the Board of Directors.  He shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 5.  CHIEF EXECUTIVE OFFICER & CHIEF OPERATING OFFICER.—The Board of Directors may designate a Chief Executive Officer and/or Chief Operating Officer.

SECTION 6.  VICE-PRESIDENT.—Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 7.  SECRETARY.—The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President.  He shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it.

SECTION 8.  ASSISTANT SECRETARIES.—Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

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ARTICLE IV

MISCELLANEOUS

SECTION 1.  CERTIFICATES OF STOCK.—Certificates of stock, signed by the Chairman, if elected, or President, and the Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation.  Any of or all the signatures may be facsimiles.

SECTION 2. LOST CERTIFICATES.—A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3. TRANSFER OF SHARES.—The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.  STOCKHOLDERS RECORD DATE.—In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of directors may fix a new record date for the adjourned meeting.

SECTION 5.  DIVIDENDS.—Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.  Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

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SECTION 6.  SEAL.—The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.”  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.  FISCAL YEAR.—The fiscal year of the corporation shall be the calendar year, unless otherwise determined by resolution of the Board of Directors.

SECTION 8.  NOTICE AND WAIVER OF NOTICE.—Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

AMENDMENTS

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special meeting.

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EX-3.17

Exhibit 3.17

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER ENERGY CORP.

Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware

We, Frank A. Lee, President, and James T. Samuel, Assistant Secretary, of Foster Wheeler Energy Corp., a corporation organized and existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST:   That the Certificate of Incorporation of said corporation has been amended as follows:

(a) To change the name of the corporation by striking out the whole of Article FIRST of the Certificate of Incorporation as it now exists and inserting in lieu and instead thereof a new Article FIRST, reading as follows:

“FIRST:   The name of the corporation is

FOSTER WHEELER ENERGY CORPORATION”

(b) To classify the 1,000 shares without par value presently authorized as 1,000 shares of Voting Common, and to authorize the Corporation to issue 20,000 shares of Non-voting Common, also without par value.  To that end, Article FOURTH of the Certificate of Incorporation is hereby amended to read as follows:

“FOURTH:   The total number of shares which the corporation is authorized to issue is 21,000 shares without par value, 1,000 of which shall be Voting Common and 20,000 of which shall be Non-voting Common.  Except as otherwise specifically required by law, all voting power shall vest exclusively in the holders of the Voting Common, and the holders of the Non-voting Common as such shall have no voting rights whatever.”

SECOND:   That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the written consent of the holder of all of the stock entitled to vote, in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 3rd day of October, 1974.

/s/ Frank A. Lee

Frank A. Lee, President

/s/ James T. Samuel

James T. Samuel, Assistant Secretary

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER ENERGY CORP.

*********************

I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST:   The name of the corporation is

FOSTER WHEELER ENERGY CORP.

SECOND:   Its registered office is to be located at 306 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its registered agent at that address is the United States Corporation Company.

THIRD:   The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:   The total number of shares of stock which the corporation is authorized to issue is one thousand (1,000) shares without par value.

FIFTH:   The name and address of the single incorporator are M. P. Gorsuch, 306 South State Street, Dover, Delaware.

SIXTH:   The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

SEVENTH:   The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand and seal, the 20th day of December, 1973.

M. P. GORSUCH	(L.S.)
Incorporator

EX-3.18

Exhibit 3.18

BY - LAWS

OF

FOSTER WHEELER ENERGY CORP.

ARTICLE I

OFFICES

SECTION 1.  REGISTERED OFFICE.—The registered office shall be established and maintained at the office of the United States Corporation Company, in the City of Dover, in the County of Kent, in the State of Delaware, and said corporation shall be the registered agent of this corporation in charge thereof.

SECTION 2.  OTHER OFFICES.—The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.  ANNUAL MEETINGS.—Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on the last Thursday in March.

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.  OTHER MEETINGS.—Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.  VOTING.—Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 4.  QUORUM.—Except as otherwise required by Law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.  SPECIAL MEETINGS.—Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary, or by resolution of the directors.

SECTION 6.  NOTICE OF MEETINGS.—Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than sixty days days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 7.  ACTION WITHOUT MEETING.—Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

SECTION 1.  NUMBER AND TERM.—The number of directors shall be one (1) or more, as established by resolution of the stockholders or the Board of Directors, from time to time.  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.

SECTION 2.  RESIGNATIONS.—Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.  VACANCIES.—If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.  REMOVAL.—Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.  INCREASE OF NUMBER.—The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.  POWERS.—The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-Laws conferred upon or reserved to the stockholders.

SECTION 7.  COMMITTEES.—The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation.  The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the By-Laws of the corporation; and, unless the resolution, these By-Laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

SECTION 8.  MEETINGS.—The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent in writing of all the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors

on at least two days’ notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

SECTION 9.  QUORUM.—A majority of the directors shall constitute a quorum for the transaction of business.  If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need by given other than by announcement at the meeting which shall be so adjourned.

SECTION 10.  COMPENSATION.—Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 11.  ACTION WITHOUT MEETING.—Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

SECTION 1.  OFFICERS.—The officers of the corporation shall be a President, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  More than two offices may be held by the same person.

SECTION 2.  OTHER OFFICERS AND AGENTS.—The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.  CHAIRMAN.—The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the

Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.  PRESIDENT.—The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation.  Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.  VICE-PRESIDENT.—Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.  TREASURER.—The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7.  SECRETARY.—The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform

such other duties as may be assigned to him by the directors or the President.  He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

SECTION 8.  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

SECTION 9.  CONTROLLER.—The Controller shall maintain adequate records of all assets, liabilities and transactions of the Corporation.  He shall see that adequate audits thereof are currently and regularly made, and shall be charged with the preparation and filing of tax returns and the supervision of all matters relating to taxes.  He shall render financial and accounting reports as required by the president and the board of directors or necessary to the proper conduct of business.

ASSISTANT CONTROLLER.—In the absence or disability of the Controller, his duties and powers shall be performed by an Assistant Controller.  (Adopted 12/31/73)

ARTICLE V

MISCELLANEOUS

SECTION 1.  CERTIFICATES OF STOCK.—Certificate of stock, signed by the Chairman or Vice Chairman of the Board of Directors, if they be elected, President or Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation.  Any of or all the signatures may be facsimiles.

SECTION 2.  LOST CERTIFICATES.—A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.  TRANSFER OF SHARES.—The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.  STOCKHOLDERS RECORD DATE.—In order that the corporation may determine the stockholders entitled to notice of or

to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.  DIVIDENDS.—Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.  Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.  SEAL.—The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE”.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.  FISCAL YEAR.—The fiscal year of the corporation shall be the calendar year.

SECTION 8.  CHECKS.—All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.  NOTICE AND WAIVER OF NOTICE.—Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special meeting.

EX-3.19

Exhibit 3.19

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER ENERGY MANUFACTURING, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST:  The name of the corporation (hereinafter called the “corporation”) is FOSTER WHEELER ENERGY MANUFACTURING, INC.

SECOND:  The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover 19901, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:  The total number of shares of stock which the corporation shall have authority to issue is one thousand, all of which are without par value.  All such shares are of one class and are shares of Common Stock.

FIFTH:  The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
Athena Amaxas	15 Columbus Circle
	New York, N.Y. 10023-7773

SIXTH:  The corporation is to have perpetual existence.

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SEVENTH:  Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH:  For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total number of directors" shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment of any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the

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corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3.  Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders.  Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH:  The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

TENTH:  The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ELEVENTH:  From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Signed on January 10, 1994.
	/s/ [ILLEGIBLE]
	Incorporator

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EX-3.20

Exhibit 3.20

BYLAWS

OF

FOSTER WHEELER ENERGY MANUFACTURING, INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1.  CERTIFICATES REPRESENTING STOCK.  Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation.  Any or all the signatures on any such certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law.  Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2.  UNCERTIFICATED SHARES.  Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by

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resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

3.  FRACTIONAL SHARE INTERESTS.  The corporation may, but shall not be required to, issue fractions of a share.  If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share.  A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation.  The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4.  STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

5.  RECORD DATE FOR STOCKHOLDERS.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of

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stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.  In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.  In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6.  MEANING OF CERTAIN TERMS.  As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more

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of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

7.  STOCKHOLDER MEETINGS.

• TIME.  The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting.  A special meeting shall be held on the date and at the time fixed by the directors.

• PLACE.  Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix.  Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

• CALL.  Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

• NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined.  The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes.  The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called.  The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law.  Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation.  Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail.  If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for

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the adjourned meeting.  Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein.  Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

• STOCKHOLDER LIST.  The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

• CONDUCT OF MEETING.  Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders.  The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

• PROXY REPRESENTATION.  Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting.  Every proxy must be signed by the stockholder or by his attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be

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made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

• INSPECTORS.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability.  The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them.  Except as otherwise required by subsection (e) of Section 231 of the General Corporation Law, the provisions of that Section shall not apply to the corporation.

• QUORUM.  The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business.  The stockholders present may adjourn the meeting despite the absence of a quorum.

• VOTING.  Each share of stock shall entitle the holder thereof to one vote.  Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.  Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws.  In the election of directors, and for any other action, voting need not be by ballot.

8.  STOCKHOLDER ACTION WITHOUT MEETINGS.  Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be

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necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

1.  FUNCTIONS AND DEFINITION.  The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation.  The Board of Directors shall have the authority to fix the compensation of the members thereof.  The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2.  QUALIFICATION AND NUMBER.  The number of directors shall be one (1) or more, as established by resolution of the stockholders or the Board of Directors, from time to time.  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.

3.  ELECTION AND TERM.  The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.  Any director may resign at any time upon written notice to the corporation.  Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.  Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

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4.  MEETINGS.

• TIME.  Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

• PLACE.  Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

• CALL.  No call shall be required for regular meetings for which the time and place have been fixed.  Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

• NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be required for regular meetings for which the time and place have been fixed.  Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat.  Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein.  Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

• QUORUM AND ACTION.  A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board.  A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place.  Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.  The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

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• CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and if present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5.  REMOVAL OF DIRECTORS.  Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6.  COMMITTEES.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

7.  WRITTEN ACTION.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate.  Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or

9

Vice-Chairman of the Board, if any, need be a director.  Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith.  The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him.  Any officer may be removed, with or without cause, by the Board of Directors.  Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

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I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of FOSTER WHEELER ENERGY MANUFACTURING, INC., a Delaware corporation, as in effect on the date hereof.

Dated:
	Secretary of
	FOSTER WHEELER ENERGY
	MANUFACTURING, INC.
(SEAL)

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EX-3.21

Exhibit 3.21

CERTIFICATE OF AMENDMENT

OF THE AMENDED

ARTICLES OF INCORPORATION

Richard C. Bohlim and John A. Doyle, Jr. certify that:

1.They are the president and the assistant secretary of Ahlstrom Pyropower Customer Services, Inc., a California corporation.

2.Article One of the amended articles of Incorporation of this corporation is amended to read as follows:

“One:  The name of the Corporation shall be: Foster Wheeler Energy Services, Inc.”

3.The foregoing amendment of the amended articles of incorporation has been duly approved by the board of directors.

4.The foregoing amendment of the amended articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code.  The total number of outstanding shares of the corporation is 100.  The number of shares voting in favor of the amendment equaled or exceeded the vote required.  The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: June 13, 1996
	/s/ Richard C. Bohlim
	Richard C. Bohlim, President
	/s/ John A. Doyle
	John A. Doyle, Jr., Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

F. E. Linck and Joseph A. Lestyk certify that:

1.They are the president and the secretary of Pyropower Energy Services Company, Inc., a California corporation.

2.Article One of the articles of incorporation of this corporation is amended to read as follows:

“One:    The name of the Corporation shall be:  Ahlstrom Pyropower Customer Services, Inc.”

3.The foregoing amendment of articles of incorporation has been duly approved by the board of directors.

4.The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code.  The total number of outstanding shares of the corporation is 100.  The number of shares voting in favor of the amendment equaled or exceeded the vote required.  The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date:  JUNE 23 , 1994
	/s/ F. E. Linck
	F. E. Linck, President
	/s/ Joseph A. Lestyk
	Joseph A. Lestyk, Secretary

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
PYROPOWER ENERGY SERVICES COMPANY, INC.

William A. Gardner and Joseph A. Lestyk certify that:

1.They are the President and the Secretary, respectively, of Pyropower Energy Services Company, Inc., a California corporation.

2.The Board of Directors of Pyropower Energy Services Company, Inc. has approved the following amendment to the Articles of Incorporation of the corporation:

Articles Five is added to the Articles of Incorporation to read as follows:

“Five:  The corporation is authorized by bylaw, agreement or otherwise, to indemnify its agents, as defined in Corporations Code Section 317, in excess of the indemnification expressly permitted by such Section 317 for those agents, provided, however, that the provision may not provide indemnification of any agent for any acts or omissions or transactions from which a director may not be relieved of liability as set forth in the exception to paragraph (10) of the Corporations Code Section 204 or as to circumstances in which indemnity is expressly prohibited by California Corporations Code Section 317.”

3.The amendment has been approved by the required vote of the shareholders in accordance with Section 902 of the California Corporations Code.  The corporation has only one class of shares.  Each outstanding share is entitled to one vote.  The corporation has 100 shares outstanding and, hence, the total number of shares entitled to vote with respect to the amendment was 100.  The number of shares voting in favor of the amendment equaled the vote required, in that the affirmative vote of a majority, that is, more than 50 percent, of the outstanding shares was required for approval of the amendment and the amendment was approved by the affirmative vote of 100 shares, or 100% of the outstanding voting shares.

/s/ William A. Gardner

William A. Gardner, President

/s/ Joseph A. Lestyk

Joseph A. Lestyk, Secretary

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct of his, or their, own knowledge and that this declaration was executed on March 1, 1991 at San Diego, California.

/s/ William A. Gardner

William A. Gardner, President

/s/ Joseph A. Lestyk

Joseph A. Lestyk, Secretary

ARTICLES OF INCORPORATION

OF

PYROPOWER ENERGY SERVICES COMPANY, INC.

The undersigned Incorporator hereby executes and acknowledges the following Articles of Incorporation for the purpose of forming a corporation under the General Corporation Law of the State of California:

One:The name of the Corporation shall be:  Pyropower Energy Services Company, Inc.

Two:The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

Three:The name and address in this state of the Corporation’s initial agent for service of process in accordance with subdivision (b) of Section 1502 of the General Corporation Law is:

Marshall M. Taylor

Lillick, McHose & Charles

725 South Figueroa Street

Suite 1200

Los Angeles, CA   90017

Four:The Corporation is authorized to issue only one class of shares, and the total number of shares which the Corporation is authorized to issue is one thousand (1,000), and each of said shares shall have no par value.

IN WITNESS WHEREOF, the undersigned Incorporator has executed the foregoing Articles of Incorporation on January 3, 1989.

/s/ Nancy Fejer

Nancy Fejer, Incorporator

EXECUTION

IN WITNESS WHEREOF, the undersigned, who is the incorporator of this corporation, has executed these Articles of Incorporation on January 3, 1989.

/s/ Nancy Fejer

Nancy Fejer, Incorporator

EX-3.22

Exhibit 3.22

BYLAWS FOR THE REGULATION, EXCEPT AS
OTHERWISE PROVIDED BY STATUTE OR ITS
ARTICLES OF INCORPORATION, OF

FOSTER WHEELER ENERGY SERVICES, INC.

ARTICLE I

Offices

Section 1.     Principal Executive Office.  The principal executive office of the corporation is hereby fixed at: 8925 Rehco Road, San Diego, California 92121.  The board of directors is hereby granted full power and authority to change said principal executive office from one location to another, whether within or outside the State of California.  If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the board of directors shall fix a principal business office in the State of California.  Any change in the location or locations fixed as set forth above shall be noted on the bylaws by the secretary, opposite this section, or this section may be amended to state the new location or locations.

Section 2.     Other Offices. Other business offices may at any time be established by the board of directors at any place or places where the corporation is qualified to do business.

ARTICLE II

Meetings of Shareholders

Section 1.     Place of Meetings. All annual or other meetings of shareholders shall be held at the principal executive office of the corporation, or at any other place within or without the State of California which may be designated either by the board of directors or by the written consent of all persons entitled to vote thereat and not present at the meeting, given either before or after the meeting and filed with the secretary of the corporation.

Section 2.     Annual Meeting.  The annual meeting of shareholders shall be held on such date and at such time in each year as may be fixed from year to year by the board of directors.  At such meetings directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders.

Section 3.     Special Meetings.  Special meetings of the shareholders, for the purpose of taking any action permitted by the shareholders under the General Corporation Law and the articles of incorporation of this corporation, may be called at any time by the chairman of the board or the president, or by the board of directors, or by one or more shareholders holding not less than ten percent (10%) of the votes entitled to be cast at the meeting.  Upon request in writing that a special meeting of shareholders be called for any proper purpose, directed to the chairman of the board, president, vice president or secretary by any person (other than the board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to shareholders entitled to vote that a meeting will be held at a

time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after receipt of the request.  Such notice shall be in accordance with the provisions of Sections 4 and 5 of this Article II.  If the officer does not cause notice to be given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give notice.

Section 4.  Notice of Shareholders’ Meetings. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting.  The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders.  The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the General Corporation Law, (ii) an amendment of the articles of incorporation, pursuant to Section 902 of that Law, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Law, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Law, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Law, the notice shall also state the general nature of that proposal.

Section 5.  Manner of Giving Notice; Affidavit Of Notice.  Written notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of  notice.  If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located.  Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the secretary, assistant secretary, or any transfer

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agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.  Such affidavit shall be prima facie evidence of the giving of the notice.

Section 6.  Quorum.  The presence in person or by proxy of the persons entitled to vote a majority of the voting shares of any meeting shall constitute a quorum for the transaction of business.  The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7.  Adjourned Meeting and Notice Thereof. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting, except as provided in Section 6 above.

When any shareholders’ meeting, either annual or special, is adjourned for forty-five (45) days or more, or if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting.  Except as provided above, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement of the time and place thereof at the meeting at which such adjournment is taken.

Section 8.  Voting.  The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section I(a) of Article VI, subject to the provisions of Sections 702 and 704, inclusive, of the General Corporation Law (relating to voting of shares held by a fiduciary, in the name of a corporation, or in joint ownership).  Such vote may be viva voce or by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at any election and before the voting begins.  If a quorum is present, except with respect to election of directors, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the General Corporation Law or the articles of incorporation.  Subject to the requirements of the next sentence, every shareholder entitled to vote at any election for directors shall have the right to cumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his shares are entitled, or to distribute his votes on the same principle among as many candidates as he shall think fit.  No shareholder shall be entitled to cumulative votes unless the name of the candidate or candidates for whom such votes would be cast has been placed in nomination prior to the voting and any shareholder has given notice, at the meeting prior to the voting, of such shareholders’ intention to cumulate his votes.  The candidates receiving the highest number of votes of shares entitled to be voted for them, up to the number of directors to be elected, shall be elected.

Section 9.  Validation of Defectively Called or Noticed Meetings. The transactions of any meeting of shareholders, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be

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present either in person or by proxy, and if a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof, is signed either before or after the meeting, by each of the persons entitled to vote, not present in person or by proxy, or who, though present, has at the beginning of the meeting properly objected to the transaction of any business because the meeting was not lawfully called or convened or to the transaction of particular matters of business legally required to be included in the notice, but not so included.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 10.  Action Without Meeting.  Directors may be elected without a shareholders’ meeting by a consent in writing, setting forth the action so taken, signed by all persons entitled to vote for the election of directors; provided, however, that the foregoing shall not limit the power of directors to fill vacancies in the board of directors, and that a director may be elected to fill a vacancy not filled by the directors by written consent in the manner provided by the General Corporation Law.

Any other action which, under any provision of the General Corporation Law, may be taken at a meeting of the shareholders, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Unless the consents of all shareholders entitled to vote have been solicited in writing.

(a)Notice of any shareholder approval of any of the following actions, without a meeting by less than unanimous written consent, shall be given at least ten (10) days before the consummation of the action authorized by such approval: (i) a contract or other transaction with an interested director, (ii) indemnification of an agent of the corporation as authorized by Article V of these bylaws, (iii) a reorganization of the corporation as defined in Section 181 of the General Corporation Law, or (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, if any; and

(b)Prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent.

Notices required by subparagraphs (a) and (b) above shall be given to those shareholders entitled to vote who have not consented in writing.  Such notices shall be given in the manner and shall be deemed to have been given as provided in Section 5 of this Article II.

All written consents shall be filed with the secretary of the corporation.  Any shareholder giving a written consent, or the shareholder’s proxyholders, or a transferee of the shares or a personal representative of the shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the secretary of the corporation, but may not do so thereafter.  Such revocation is effective upon its receipt by the secretary of the corporation.

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Section 11.  Proxies.  Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the secretary of the corporation.  Any proxy duly executed which does not state that it is irrevocable is not revoked and continues in full force and effect until (i) an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation prior to the vote pursuant thereto, (ii) the person executing the proxy attends the meeting and votes in person, or (iii) written notice of the death or incapacity of the maker of such proxy is received by the corporation before the vote pursuant thereto is counted; provided that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which such proxy is to continue in force.  The revocability of a proxy which states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the General Corporation Law.

Section 12.  Inspectors of Election.  In advance of any meeting of shareholders, the board of directors may appoint any persons other than nominees for office as inspectors of election to act at such meeting or any adjournment thereof.  If inspectors of election be not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at the meeting.  The number of inspectors shall be either one or three.  If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented in person or by proxy shall determine whether one or three inspectors are to be appointed.  In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may, and on the request of any shareholder or a shareholder’s proxy shall, be filled by appointment by the board of directors in advance of the meeting, or at the meeting by the chairman of the meeting.

The duties of such inspectors shall be as prescribed by Section 707 of the General Corporation Law and shall include: determining the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents, determining when the polls shall close; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.  In the determination of the validity and effect of proxies the dates contained on the forms of proxy shall presumptively determine the order of execution of the proxies, regardless of the postmark dates on the envelopes in which they are mailed.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical.  If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.  Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

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ARTICLE III

Directors

Section 1. Powers.  Subject to limitations of the articles of incorporation and of the General Corporation Law as to action to be authorized or approved by the shareholders or by the outstanding shares, and subject to the duties of directors as prescribed by the bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the board of directors.  Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers, to wit:

First - To select and remove all the officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the articles of incorporation or the bylaws, fix their compensation and require from them security for faithful service.

Second - To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, or with the articles of incorporation or the bylaws, as they may deem best.

Third - To change the principal executive office and principal office for the transaction of the business of the corporation from one location to another as provided in Article I, Section 1, hereof; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of California, as provided in Article I, Section 2, hereof; to designate anyplace within or without the State of California for the holding of any shareholders’ meeting or meetings; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

Fourth - To authorize the issue of shares of stock of the corporation from time to time, upon such terms as may be lawful.

Fifth - To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

Sixth - To designate an executive and other committees in accordance with Section 15 of this Article III.

Section 2.  Number and Qualification of Directors.  The number of directors of the corporation shall be four (4) until changed by an amendment of the articles of incorporation or by a bylaw amending this Section 2 duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote, provided that a proposal to reduce the authorized number of directors below five (5) cannot be adopted if the votes cast against its

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adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3 percent of the outstanding shares entitled to vote.

Section 3.  Election and Term of Office.  The directors shall be elected at each annual meeting of shareholders but, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose.  All directors shall hold office until their respective successors are elected and qualified, subject to the General Corporation Law and the provisions of these bylaws with respect to vacancies on the board.

Section 4.  Vacancies.  A vacancy in the board of directors shall be deemed to exist in case of the death, resignation or removal of any director, if a director has been declared of unsound mind by order of court or convicted of a felony, if the authorized number of directors be increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

Vacancies in the board of directors, except for a vacancy created by the removal of a director, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the shareholders.  A vacancy in the board of directors created by the removal of a director by the vote or written consent of the shareholders or by court order may only be filled by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.  Any such election by written consent shall require the consent of holders of a majority of the outstanding shares entitled to vote.

Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation.  If the board of directors accept the resignation of a director tendered to take effect at a future time, the board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Section 5.  Place of Meeting.  Regular meetings of the board of directors shall be held at any place within or without the State of California which has been designated from time to time by resolution of the board or by written consent of all members of the board.  In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation.  Special meetings of the board may be held either at a place so designated or at the principal executive office.

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Section 6.  Organization Meeting.  Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting at the place of said annual meeting or at such other place as shall be fixed by the board of directors, for the purpose of organization, election of officers, and the transaction of other business.  Call and notice of such meetings are hereby dispensed with.

Section 7.  Other Regular Meetings.  Other regular meetings of the board of directors shall be held without call on such dates and at such times as may be fixed from time to time by the board; provided, however, that should said day fall upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuing which is a full business day.  Notice of all such regular meetings of the board of directors is hereby dispensed with.

Section 8.  Special Meetings.  Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or by any two directors.

Written notice of the time and place of special meetings shall be delivered personally to each director or communicated to each director by telephone, telegraph or mail, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation or, if it is not so shown on such records or is not readily ascertainable, at the place at which the meetings of the directors are regularly held.  In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the holding of the meeting.  In case such notice is delivered personally or by telephone or telegraph, it shall be so delivered at least forty-eight(48) hours prior to the time of the holding of the meeting.  Such mailing, telegraphing or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such director.

Any notice shall state the date, place and hour of the meeting.

Section 9.  Action Without Meeting.  Any action by the board of directors may be taken without a meeting if all members of the board shall individually or collectively consent in writing to such action.  Such written consent or consents shall be filed with the minutes of the proceedings of the board and shall have the same force and effect as a unanimous vote of such directors.

Section 10.  Action at a Meeting:  Quorum and Required Vote.  Presence of a majority of the authorized number of directors at a meeting of the board of directors constitutes a quorum for the transaction of business, except as hereinafter provided.  Members of the board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.  Participation in a meeting as permitted in the preceding sentence constitutes presence in person at such meeting.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, unless a greater number, or the same number after disqualifying one or more directors from voting, is required by law, by the articles of incorporation, or by these bylaws.  A meeting at which a quorum is initially present may continue to transact business notwithstanding the

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withdrawal of directors, provided that any action taken is approved by at least a majority of the required quorum for such meeting.

Section 11.  Validation of Defectively Called or Noticed Meetings.  The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the directors not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to him, signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 12.  Adjournment.  A majority of the directors present at any meeting, whether or not constituting a quorum, may adjourn the meeting to another time and place.

Section 13.  Notice of Adjournment.  If any meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment.  Otherwise notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

Section 14.  Fees and Compensation.  Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the board.  This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation for these services.

Section 15.  Committees of Directors.

(a)  Formation and Powers of Committees.  The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate an executive and other committees, each consisting of two or more directors, to serve at the pleasure of the board.  The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.  Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(i)  the approval of any action which, under the General Corporation Law also requires shareholders’ approval or approval of the outstanding shares;

(ii)  the filling of vacancies on the board of or in any committee;

(iii)  the fixing of compensation of the directors for serving on the board or on any committee;

(iv)  the amendment or repeal of bylaws or the adoption of new bylaws;

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(v)  the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

(vi)  a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

(vii)  the appointment of any other committees of the board of directors or the members of these committees.

(b)  Meetings and Action of Committees.  Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of this Article III, Sections 5 (place of meetings), 7 (regular meetings), 8 (special meetings), 9 (action without meeting), 10 (action at meeting), 11 (validation of defectively called or noticed meetings), 12 (adjournment) and 13 (notice of adjournment), with such changes in the context of these bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that:

(i)  Written notice of the time and place of special meetings of any committee may be delivered personally to each committee member or communicated to each committee member by telephone or telegraph at least twenty-four (24) hours prior to the time of the holding of the meeting.  Such telegraphing or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to said committee member; and

(ii)  Notice of special meetings of any committee also shall be given to all alternate committee members, who shall have the right to attend all meetings of the committee.

The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE IV

Officers

Section 1.  Officers.  The officers of the corporation shall be a president, a secretary and a treasurer.  The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV.  One person may hold two or more offices, except that the offices of president and secretary shall not be held by the same person.

Section 2.  Election.  The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article IV, shall be chosen annually by the board of directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

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Section 3.  Subordinate Officers, Etc.  The board of directors may appoint, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the board of directors may from time to time determine.

Section 4.  Removal and Resignation.  Any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting thereof, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors (subject, in each case, to the rights, if any, of an officer under any contract of employment).

Any officer may resign at any time by giving written notice to the board of directors or to the president, or to the secretary of the corporation, without prejudice however, to the rights, if any, of the corporation under any contract to which such officer is a party.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the bylaws for regular appointments to such office.

Section 6.  Chairman of the Board.  The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the board of directors and exercise and perform such other powers and duties as maybe from time to time assigned to him by the board of directors or prescribed by the bylaws.

Section 7.  President.  Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the corporation.  He shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors.  He shall be ex-officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers, and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the bylaws.

Section 8.  Vice Presidents.  In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, the vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president.  The vice presidents shall have the general powers, and duties of management usually vested in the office of vice president of a corporation, and shall have such other powers and perform such other duties as from time to time may be prescribed by the board of directors or the bylaws.

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Section 9.  Secretary.  The secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the principal executive office and such other place as the board of directors may order, a book of minutes of actions taken at all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the board of directors required by the bylaws or by law to be given, and shall keep the seal of the corporation in safe custody.  The secretary shall have the general powers, and duties of management usually vested in the office of secretary of a corporation, and shall have such other powers and perform such other duties as from time to time may be prescribed by the board of directors or the bylaws.

Section 10.  Assistant Secretary.  In the absence or disability of the secretary, the assistant secretary designated by the board of directors shall perform all the duties of the secretary, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the secretary.  The assistant secretary shall have the general powers, and duties of management usually vested in the office of assistant secretary of a corporation, and shall have such other powers and perform such other duties as from time to time may be prescribed by the board of directors or the bylaws.

Section 11.  Treasurer.  The treasurer shall be the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares.  The books of account shall at all reasonable times be open to inspection by any director.

The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors.  The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all transactions as treasurer and of the financial condition of the corporation.  The treasurer shall have the general powers, and duties of management usually vested in the office of treasurer of a corporation, and shall have such other powers and perform such other duties as from time to time may be prescribed by the board of directors or the bylaws.

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ARTICLE V

Indemnification

Section 1. Power of Indemnification.  The corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation and shall advance to such agent expenses incurred in defending any such proceeding upon receipt of an undertaking to repay such advances if it is ultimately determined that the agent is not entitled to be indemnified, provided that such indemnity shall be limited as provided in the articles of incorporation.  For purposes of the section an “Agent” of the corporation includes any person who us or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or other agent of another corporation, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

Section 2.  Insurance.  If approved by the board of directors of this corporation, this corporation shall purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not this corporation would have the power to indemnify the agent against such liability under the provisions of this section.

ARTICLE VI

Miscellaneous

Section 1.  Record Date.

(a)For Shareholder Notice, Voting and Giving Consents.  For purposes of determining shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, not withstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the General Corporation Law.

If the board of directors does not so fix a record date:

(i)The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next

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preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(ii)the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the board has been taken, shall be the day on which the first written consent is given, or when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

(b)For Purposes Other Than Notice, Voting and Giving Consents.  For purposes of determining the shareholders entitled to receive any report, to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the report, dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the General Corporation Law.

If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, which ever is later.

Section 2.  Inspection of Corporate Records.  The accounting books and records, the record of shareholders, and minutes of proceedings of the shareholders and the board or committees of the board of this corporation and any subsidiary of this corporation shall be open to inspection upon the written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as the holder of such voting trust certificate.  Such Inspection by a shareholder or holder of a voting trust certificate may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

A shareholder or shareholders holding at least five (5) percent in the aggregate of the outstanding voting shares of the corporation or who hold at least one (1) percent of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have (in person, or by agent or attorney) the right to inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five business days’ prior written demand upon the corporation and to obtain from the transfer agent for the corporation, upon written demand and upon the tender of its usual charges, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.  The list shall be made available on or before

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the later of five (5) business days after the demand is received or the date specified therein as the date as of which the list is to be compiled.

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and its subsidiaries.  Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.

Section 3.  Checks, Drafts, Etc.  All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

Section 4.  Annual and Other Reports.  The annual report to shareholders referred to in Section 1501 of the General Corporation Law is hereby expressly waived, but, nothing herein shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders of the corporation as it considers appropriate.

A shareholder or shareholders holding at least five (5) percent of the outstanding shares of any class of the corporation may make a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the corporation as of the end of such period and, in addition, if no annual report for the last fiscal year has been sent to shareholders, the annual report for the last fiscal year.  The corporation shall use its best efforts to deliver the statement to the person making the request within thirty (30) days thereafter.  A copy of any such statements shall be kept on file in the principal executive office of the corporation for twelve (12) months and they shall be exhibited at all reasonable times to any shareholder demanding an examination of them or a copy shall be mailed to such shareholder.

The corporation shall, upon the written request of any shareholder, mail to the shareholder a copy of the last annual, semiannual or quarterly income statement which it has prepared and a balance sheet as of the end of the period.  The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation.

Section 5.  Execution of Contracts, Etc.  Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance, or other instrument in writing and any assignment or endorsements thereof executed or entered into between the corporation and any other person, when signed by the chairman of the board, the president or any vice president, and the secretary, any assistant secretary, the treasurer or any assistant treasurer of the corporation shall be valid and binding on the corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same.  Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the board and, unless

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so authorized by the board, no other officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 6.  Certificate for Shares.  Every holder of shares in the corporation shall be entitled to have a certificate signed in the name of the corporation by the chairman or vice chairman of the board or the president or a vice president and by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder.  Any or all of the signatures on the certificate may be facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Any such certificate shall also contain such legend or other statement as may be required by Section 418 of the General Corporation Law, the Corporate Securities Law of 1968, the federal securities laws, and any agreement between the corporation and the issue thereof.

Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the board of directors or the bylaws may provide; provided, however, that any such certificate so issued prior to full payment shall state on the face thereof the amount remaining unpaid and the terms of payment thereof.

No new certificate for shares shall be issued in lieu of an old certificate unless the latter is surrendered and cancelled at the same time; provided, however, that a new certificate will be issued without the surrender and cancellation of the old certificate if (1) the old certificate is lost, apparently destroyed or wrongfully taken; (2) the request for the issuance of the new certificate is made within a reasonable time after the owner of the old certificate has notice of its loss, destruction, or theft; (3) the request for the issuance of a new certificate is made prior to the receipt of notice by the corporation that the old certificate has been acquired by a bonafide purchaser; (4) the owner of the old certificate files a sufficient indemnity bond with or provides other adequate security to the corporation; and (5) the owner satisfies any other reasonable requirements imposed by the corporation.  In the event of the issuance of a new certificate, the rights and liabilities of the corporation, and of the holders of the old and new certificates, shall be governed by the provisions of Sections 8104 and 8405 of the California Commercial Code.

Section 7.  Representation of Shares of Other Corporations.  The president or any vice president and the secretary or any assistant secretary of this corporation are authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation.  The authority herein granted to said officers to vote or represent on behalf of this corporation any and all shares held by this corporation in any other corporation or corporations may be exercised either by such officers in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officers.

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Section 8.  Inspection of Bylaws.  The corporation shall keep in its principal executive office in California, or if its principal executive office is not in California, then at its principal business office in California (or otherwise provide upon written request of any shareholder) the original or a copy of the bylaws as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 9.  Construction and Definitions.  Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Corporation Law shall govern the construction of these bylaws.  Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a corporation as well as a natural person.

ARTICLE VII

Amendments

Section 1.  Power of Shareholders.  New bylaws maybe adopted or these bylaws may be amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote, or by the written consent of shareholders entitled to vote such shares, except as otherwise provided by law or by the articles of incorporation.

Section 2.  Power of Directors.  Subject to the right of shareholders as provided in Section 1 of this Article VII to adopt, amend or repeal bylaws, bylaws other than a bylaw or amendment thereof changing the authorized number of directors, may be adopted, amended or repealed by the board of directors.

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EX-3.23

Exhibit 3.23

Certificate of Amendment of Certificate of Incorporation

of

ENVIRESPONSE, INC.

It is hereby certified that:

1.     The name of the corporation (hereinafter called the “corporation”) is Enviresponse, Inc.

2.     The certificate of incorporation of the corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article:

“FIRST:  The name of the corporation is Foster Wheeler Enviresponse, Inc.”

3.     The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed and attested to on November 7, 1988.

	/s/  John W. Sarappo
	John W. Sarappo - President
Attest:
/s/  Jack E. Deones
Jack E. Deones - Secretary

[SEAL]

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

FW ENVIRESPONSE INC.

Adopted in accordance with the provisions
of Section 242 of the General Corporation
law of the State of Delaware

The undersigned, being the holders of record of all outstanding shares of the stock of FW Enviresponse, Inc., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST:  That the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of Article First thereof as it now exists and inserting in lieu and instead thereof a new Article First, reading as follows:

FIRST:  The name of the Corporation is

ENVIRESPONSE, INC.

SECOND:  That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF,  we have signed this certificate this 16th day of September 1985.

[SEAL]

CERTIFICATE OF INCORPORATION

OF

FW ENVIRESPONSE, INC.

* * * * * * * * * *

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST:  The name of the Corporation is

FW ENVIRESPONSE, INC.

SECOND:  The registered office of the Corporation is to be located at 306 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its registered agent at that address is the United States Corporation Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which the Corporation is authorized to issue is one thousand (1,000) shares, all of which are without par value.

FIFTH:The name and address of the Incorporator are as follows:

NAME	ADDRESS
Daniel S. Nuter	70 Pine Street, New York, N.Y. 10270

SIXTH:     The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(1)     The number of directors of the Corporation shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws.  Election of directors need not be by ballot unless the by-laws so provide.

(2)     The Board of Directors shall have power without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the by-laws of the Corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

(3)     The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders

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called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

(4)     In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate, and to any by-laws from time to time made by the stockholders; provided, however, that no by-laws so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

SEVENTH:     The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

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EIGHTH:     Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them, and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware, may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholder or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

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NINTH:     The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand and seal.

DANIEL S. NUTER	(L.S.)
Daniel S. Nuter

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EX-3.24

Exhibit 3.24

BY-LAWS

OF

FOSTER WHEELER ENVIRESPONSE, INC.

ADOPTED JANUARY 9, 1990

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION  1.ANNUAL MEETINGS.—Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the offices of Foster Wheeler Corporation, Clinton, New Jersey, on the last Monday in April, at 2:00 P.M.

SECTION  2.VOTING.—Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All elections for directors shall be decided by plurality vote. All other questions shall be decided by majority vote, except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION  3.QUORUM.—Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall shall constitute a quorum of all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

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SECTION  4.SPECIAL MEETINGS.—Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary, or by resolution of the directors.

SECTION  5.NOTICE OF MEETINGS.—Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION  6.ACTION WITHOUT MEETING.—Unless otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

DIRECTORS

SECTION  1.NUMBER AND TERM.—The number of directors shall be one (1) or more, as established by resolution of the stockholders or the Board of Directors, from time to time. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.

SECTION  2.RESIGNATIONS.—Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION  3.VACANCIES.—If the office of any director, member of a committee or officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION  4.REMOVAL.—Except as hereinafter provided, any director may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

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SECTION  5.POWERS.—The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-Laws conferred upon or reserved to the stockholders.

SECTION  6.COMMITTEES.—The Board of Directors may, by resolution or resolutions, designate one or more committees, each committee to consist of two or more of the directors of the corporation.  Any such committee may recommend items for action by the Board of Directors.

SECTION  7.MEETINGS.—The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors on at least two days’ notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION  8.QUORUM.—A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION  9.COMPENSATION.—Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION  10.ACTION WITHOUT MEETING.—Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent if filed with the minutes of proceedings of the board or committee.

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ARTICLE III

OFFICERS

SECTION  1.OFFICERS.—The officers of the corporation shall be a President and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

SECTION  2.OTHER OFFICERS AND AGENTS.—The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION  3.CHAIRMAN.—The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the stockholders and of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION  4.PRESIDENT.—The President shall preside at all meetings of the stockholders and of the Board of Directors in the absence or non-election of the Chairman of the Board of Directors. He shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION  5.CHIEF EXECUTIVE OFFICER & CHIEF OPERATING OFFICER.—The Board of Directors may designate a Chief Executive Officer and/or Chief Operating Officer.

SECTION  6.VICE-PRESIDENT.—Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION  7.SECRETARY.—The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President.  He shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it.

SECTION  8.ASSISTANT SECRETARIES.—Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

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ARTICLE IV

MISCELLANEOUS

SECTION  1.CERTIFICATES OF STOCK.—Certificates of stock, signed by the Chairman, if elected, or President, and the Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation. Any of or all the signatures may be facsimiles.

SECTION  2.LOST CERTIFICATES.—A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION  3.TRANSFER OF SHARES.—The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION  4.STOCKHOLDERS RECORD DATE.—In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of directors may fix a new record date for the adjourned meeting.

SECTION  5.DIVIDENDS.—Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

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SECTION  6.SEAL.—The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.”  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION  7.FISCAL YEAR.—The fiscal year of the corporation shall be the calendar year, unless otherwise determined by resolution of the Board of Directors.

SECTION  8.NOTICE AND WAIVER OF NOTICE.—Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

AMENDMENTS

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special meeting.

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EX-3.25

Exhibit 3.25

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION

Pursuant to the provisions of article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its articles of incorporation:

ARTICLE ONE

The name of the corporation is Enserch Environmental Corporation.

ARTICLE TWO

The following amendment to the articles of incorporation was adopted by the shareholders of the corporation on October 11, 1994 to effect a name, change from Enserch Environmental Corporation to Foster Wheeler Environmental Corporation.

The amendment alters or changes article one (1) of the original or amended articles of incorporation and the full text of each provision altered is as follows:

The name of the corporation is Foster Wheeler Environmental Corporation

ARTICLE THREE

The number of shares of the corporation outstanding at the time of such adoption was 8800 and the number of shares entitled to vote thereon was 8800.

The designation and number of outstanding shares of each class or series entitled to vote thereon a class were as follows:

Class or Series	Number of Shares Voted
	For	Against
common	8800	0

ARTICLE FOUR

The holders of all of the shares outstanding and entitled to vote on said amendment have signed a consent in writing pursuant to Article 9.10 adopting said amendment and any written notice required by Article 9.10 has been given.

Dated	October 17, 1994
		Foster Wheeler Environmental Corporation
		(formerly Enserch Environmental Corporation)
		BY	[ILLEGIBLE] – Secretary

FILED

In the Office of the
Secretary of State of Texas

MAR 31 1994

Corporations Section

RESTATED ARTICLES OF INCORPORATION
OF ENSERCH ENVIRONMENTAL CORPORATION

ARTICLE ONE

Enserch Environmental Corporation, pursuant to the provisions of Article 4.07 of the Texas Business Corporation Act, hereby adopts Restated Articles of Incorporation which accurately copy the Articles of Incorporation and all amendments thereto that are in effect to date and as further amended by such Restated Articles of Incorporation as hereinafter set forth and which contain no other change in any provision thereof.

ARTICLE TWO

The Articles of Incorporation of the corporation are amended by the Restated Articles of Incorporation as follows:

The amendment alters Article Four of the Articles of Incorporation by increasing the number of authorized shares of the common capital stock of the corporation from one thousand (1,000) to eight thousand eight hundred (8,800).  The statement of the text of Article Four as it is amended to read is as follows:

“The aggregate number of shares of common stock which the corporation shall have the authority to issue is eight thousand eight hundred (8,800) of Ten Dollars ($10.00) par value each”

The amendment changes the stated capital of the corporation by increasing the number of shares authorized to be issued by an additional seven thousand eight hundred (7,800) shares of common stock and results in the stated capital being increased to Eighty-Eight Thousand Dollars ($88,000).

ARTICLE THREE

Each such amendment made by these Restated Articles of Incorporation has been effected in conformity with the provisions of the Texas Business Corporation Act and such Restated Articles of Incorporation and each such amendment made by the Restated Articles of Incorporation were duly adopted by the shareholders of the corporation on the 15th day of March, 1994.

ARTICLE FOUR

The number of shares outstanding was one hundred (100), and the number of shares entitled to vote on the Restated Articles of Incorporation as so amended was one hundred (100), the holders of all of which have signed a written consent to the adoption of such Restated Articles of Incorporation as so amended.

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ARTICLE FIVE

The Articles of Incorporation and all amendments and supplements thereto are hereby superseded by the following Restated Articles of Incorporation which accurately copy the entire text of the Articles of Incorporation and all amendments and supplements thereto that are in effect to date and as further amended by these Restated Articles of Incorporation and that these Restated Articles of Incorporation contain no other change or deletion in any provision thereof, except as permitted by Article 4.07(C)(2) of the Texas Business Corporation Act.

ARTICLE ONE

The name of the corporation is ENSERCH Environmental Corporation.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purposes for which the corporation is organized are:

(a)To engage in the business of engineering, design, construction management, procurement, maintenance, inspection, any kind of construction or construction-related services, any kind of environmental or environmental-related services, to engage in project management, building management, planning, exploration, scheduling, and any other services relative thereto, and to prepare and furnish economic and financial analysis, estimating, purchasing, supervisory, general promotional, marketing, financing, auditing, accounting, secretarial, consulting, publicity, tax, research, computer or any other services;

(b)To construct, build, purchase, lease or otherwise acquire, equip, hold, own, improve, develop, manage, maintain, control, operate, lease, mortgage, distribute, sell or convey, otherwise turn to account or dispose of, any and all equipment, machinery, processes, stores, installations, vehicles, and other structures, machines and apparatus of every kind and description, and any and all rights and privileges therein;

(c)To acquire by purchase, exchange, lease or otherwise and to own, hold, use, develop, operate, sell, assign, lease, transfer, convey, exchange, mortgage, pledge or otherwise dispose of or deal in and with, real and personal property of every class and description and rights and privileges therein wheresoever situated;

(d)To acquire by purchase, subscription, underwriting or otherwise, and to own, hold for investment or otherwise, and to use, sell, assign, transfer, mortgage, pledge, exchange, issue, accept, endorse, or otherwise dispose of or deal in securities and other personal property of every sort and description and wheresoever situated,

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including shares of stock, bonds, debentures, notes, drafts, warrants, evidences of indebtedness, contracts or obligations of the corporation or of any corporation, association or trust estate, domestic or foreign, or of any firm or individual or of the United States, or any state, territory or dependency of the United States or any foreign country, or any municipality or local authority within or without the United States, and also to issue in exchange therefor stocks, bonds, evidences of indebtedness or other securities of the corporation, and, while the owner or holder of any such property, to receive, collect and dispose of the interest, dividends and income on or from such property and to possess and exercise in respect thereto all of the rights, powers, and privileges of ownership, including all voting power thereon;

(e)To secure, purchase, obtain, apply for, register, take on lease, or otherwise acquire, own, hold, use, exercise, develop, mortgage, pledge, sell, assign, lease, transfer, take or grant licenses in respect of, otherwise dispose of and turn to account, any and all copyrights, trademarks, service marks, trade names, and other trade rights, letters patent, applications for letters patent, licenses, patent rights, patented processes and all similar rights and property, however created, issued or granted, or any interest therein or rights thereunder or any and all inventions, improvements, processes, designs, formulas, know-how and devices of every character and description, and to undertake, conduct, assist, promote and engage in research and development work;

(f)To bid, make, enter into, perform and carry out contracts and agreements of every kind and description with any person, firm, association, corporation, entity or government, domestic or foreign, or agency or instrumentality thereof;

(g)To lend and borrow money, to act as guarantor of surety, and to secure any of its obligations by mortgage, pledge or other encumbrances of all or any of its property;

(h)To acquire by purchase, exchange or otherwise, all or any part of or any interest in, the properties, assets business and goodwill of any one or more persons, firms, associations, corporations or entities heretofore or hereafter engaged in any business for which a corporation may now or hereafter be organized under the laws of the State of Texas, to pay for the same in cash, property or its own or other securities; to hold, operate, reorganize, liquidate, sell or in any manner dispose of the whole or any part thereof; and in connection therewith, to assume or guarantee performance of any liabilities, obligations or contracts of such persons, firms, associations or corporations, and to conduct the whole or any part of any business thus acquired.

(i)To be a promoter or manager of other corporations of any type or kind; and to participate with others in any corporation, partnership, limited partnership, joint venture, or other association or undertaking of any kind, whether or not such participation involves sharing or delegation of control with or to others;

(j)To engage in any lawful act or activity for which corporations may be organized under the Texas Business Corporation Act;

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(k)To promote and exercise all or any part of the foregoing purposes and powers in any and all parts of the world, to issue powers of attorney, and to conduct its business in all or any of its branches as principal, agent, broker, factor, contractor, and in any other lawful capacity either alone or through or in conjunction with any corporations, associations joint ventures, partnerships, firms, trustees, syndicates, individuals, organizations, and other entities in any part of the world, and in conducting its business and promoting any of its purposes, to maintain offices, branches, and agencies in any part of the world; and

(l)To do all things necessary and proper for the accomplishment of the objects herein enumerated or necessary or incidental to the protection or benefit of the corporation, and to carry on any other lawful business whatsoever in connection with the foregoing.

It is the intention that the objects and purposes specified in the foregoing clauses of this Article Three shall also be construed as powers and that the foregoing enumeration of specific objects, purposes and powers shall not be held to limit or restrict in any number the powers of the corporation but shall be in furtherance of, in addition to, and not in limitation of, the general powers conferred by the laws of the State of Texas.

ARTICLE FOUR

The aggregate number of shares of common stock which the corporation shall have the authority to issue is Eight Thousand Eight Hundred (8,800) of Ten Dollars ($10.00) par value each.

ARTICLE FIVE

Shareholders shall have preemptive rights to purchase additional shares of stock with respect to shares originally authorized, shares hereafter authorized, or treasury shares but in addition to situations listed in Article 2.22-1 of the Texas Business Corporation Act preemptive rights shall not exist with respect to shares issued to effect a merger, consolidation, or acquisition of another corporation.  The Board of Directors shall establish the price, terms, and conditions on which preemptive rights may be exercised on an equitable basis

ARTICLE SIX

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00) consisting of money, labor done, or property actually received, which sum is not less than One Thousand Dollars ($1,000.00).

ARTICLE SEVEN

The power to alter, amend or repeal the Bylaws or to adopt any new Bylaws is conferred upon the shareholders.

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ARTICLE EIGHT

Each shareholder of stock of the corporation entitled to vote shall be entitled to one vote for each share held.  At each election of Directors each shareholder entitled to vote at such election shall have the right to vote, in accordance with the provisions of the Texas Business Corporation Act, the number of shares owned by him for as many persons as there are Directors to be elected and for whose election he has the right to vote.  Cumulative voting is expressly prohibited.

ARTICLE NINE

The street address of its initial registered office is 300 South St. Paul, Dallas, Texas, 75201, and the name of its initial registered agent at such address is F.W. Fraley, III.

ARTICLE TEN

The number of Directors constituting its present Board of Directors is six (6), and the names and addresses of the persons who are serving as Directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

D.W. Biegler	300 South St. Paul Dallas, Texas 75201
W.T. Satterwhite	300 South St. Paul Dallas, Texas 75201
S.R. Singer	300 South St. Paul Dallas, Texas 75201
R.B. Williams	301 South Harwood Dallas, Texas 75201
R.H. Goodman	300 South St. Paul Dallas, Texas 75201
R.F. Albosta	160 Chubb Avenue Lyndburst, NJ 07071-3586

ARTICLE ELEVEN

A director of the corporation shall not be liable to the corporation or its shareholders or members for monetary damages for an act or omission in the director’s capacity as a director, except that this article does not eliminate or limit the liability of a director for:

(1)a breach of a director’s duty of loyalty to the corporation or its shareholders or members;

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(2)an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law;

(3)a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or

(4)an act or omission for which the liability of a director is expressly provided for by statute.

Dated	March 31, 1994
		Enserch Environmental Corporation
		By	/s/  [ILLEGIBLE]
		Its  VICE PRESIDENT

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EX-3.26

Exhibit 3.26

BYLAWS OF FOSTER WHEELER ENVIRONMENTAL CORPORATION

A CORPORATION INCORPORATED UNDER

THE LAWS OF THE STATE OF TEXAS

These Bylaws shall constitute the private laws of ENSERCH Environmental Corporation, a corporation duly incorporated under the laws of the State of Texas (herein called the “corporation”), for the administration and regulation of the affairs of the corporation.

In the event any provision of these Bylaws is or may be in conflict with any applicable law of the United States or the State of Texas, or of any order, rule, regulation, decree or judgment of any governmental body or power or court having jurisdiction over this corporation, or over the subject matter to which such provision of these Bylaws applies or may apply, such provision of these Bylaws shall be inoperative to the extent only that the operation thereof unavoidably conflicts with such law or order, rule, regulation, decree or judgment and shall in all other respects be in full force and effect.

ARTICLE I

OFFICES

Section 1.       The registered office of the corporation shall be at such place as the Board of Directors shall determine, and the registered agent of the corporation at such address shall be such person as the Board of Directors may from time to time designate

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Section 2.       The corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1.       All meetings of the shareholders shall be held at the registered office of the corporation or at such other place either within or without the State of Texas as shall be designated from time to time by the Board of Directors or by the Chairman.

Section 2.       The Annual Meeting of the Shareholders, for the election of a Board of Directors and the transaction of such other business as may properly be brought before the meeting, shall be held each year on such date and at such time as may be determined by the Board of Directors or by the Chairman.

Section 3.       Special meetings of the shareholders may be called by the Chairman, the Board of Directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meetings.  Business transacted at all special meetings shall be confined to the objects stated in the notice of meeting.

Section 4.       Written or printed notice stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or

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at the direction of the Chairman, the Corporate Secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5.       The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original stock transfer books shall be prima-facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

Section 6.       The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by written proxy, shall constitute a quorum at all

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meetings of the shareholders for the transaction of business.  If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

Section 7.       Each outstanding share of any class shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation or these Bylaws.  The vote for the election of Directors and, upon demand of any shareholder, the vote upon any question before the meeting shall be by ballot.  Cumulative voting is expressly prohibited.

Section 8.       At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person or by proxy executed in writing by such shareholder or by his duly authorized attorney-in-fact.  No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.  All proxies shall be revocable unless expressly provided therein to be irrevocable and are coupled

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with an interest and shall be filed with the Corporate Secretary of the corporation prior to or at the time of the meeting at which they are to be voted.

Section 9.       When a quorum is present at any meeting, the vote of the holders of a majority of the shares having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the Articles of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.  The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 10.     The Chairman shall preside at all meetings of the shareholders.  In his absence the President of the corporation shall preside and perform the duties of the Chairman at such meeting.

Section 11.     Any action required by law to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action as taken shall be signed by all of the shareholders entitled to vote with respect to the subject thereof.

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Section 12.     Upon compliance with the notice requirements of this Article or waiver of notice, a meeting of shareholders may be conducted by means of conference telephone or similar communications equipment if all persons participating in the meeting can hear each other.

ARTICLE III

DIRECTORS

Section 1.       The business and affairs of the corporation shall be managed by its Board of Directors who may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.

Section 2.       The number of Directors shall be one (1) or more, as established by resolution of the shareholders or the Board of Directors, from time to time.  None of the directors need be shareholders or residents of the State of Texas.  A person shall be ineligible to be a Director of the corporation after his or her sixty-fifth birthday and in the event of such ineligibility his or her office shall thereupon become vacant.  The Directors shall be elected at the Annual Meeting of the Shareholders, except as provided in Section 4 of this Article III.  Unless he or she shall resign or become ineligible, each

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each Director shall hold office until his successor shall be elected and shall qualify.

Section 3.       Any Director may resign at any time either by oral tender of resignation at any meeting of the Board of Directors or by giving written notice thereof to the Corporate Secretary.  Resignations shall take effect when tendered or at the time specified in the tender and, unless otherwise specified, the acceptance of a resignation shall not be necessary to make it effective.

Section 4.       Any Director may be removed either for or without cause, at any special meeting of shareholders by the affirmative vote of the holders of record of a majority of the shares present in person or by proxy at such meeting and entitled to vote for such removal, if notice of the intention to act upon such matter shall have been given in the notice calling for such meeting.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors even though such remaining Directors shall be less than a quorum of the Board of Directors.  A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose or may be filled by the Board of Directors for a term of office continuing until the next election of one or more Directors by the

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shareholders; provided that the Board of Directors may not fill more than two such directorships between any two successive annual meetings of shareholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 5.       The Directors of the corporation may hold their meetings, both regular and special, either within or without the State of Texas.

Section 6.       The first meeting of each newly elected Board of Directors shall be held without further notice immediately following the Annual Meeting of Shareholders, and at the same place, unless, by unanimous consent of the Directors then elected and serving, such time or place shall be changed.

Section 7.       Regular meetings of the Board of Directors may be held with or without notice at such time and place as shall from time to time be determined by the Board of Directors.

Section 8.       Special meetings of the Board of Directors may be called by the Chairman or his designee on three days’ notice to each Director, either personally or by mail or by telegram.  Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in a notice or waiver of notice.

Section 9.       At all meetings of the Board of Directors the presence of a majority of the Directors shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors except as may be otherwise

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specifically provided by law, the Articles of Incorporation or these Bylaws.  Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all members of the Board of Directors.  If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 10.     Upon compliance with the notice requirements of this Article or waiver of notice, a meeting of the Board of Directors may be conducted by means of conference telephone or similar communications equipment if all persons participating in the meeting can hear each other.

ARTICLE IV

NOTICES

Section 1.       Whenever under the provisions of the statutes or of the Articles of Incorporation or of these Bylaws, notice is required to be given to any Director or shareholder, and no provision is made as to how such notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given in writing, by mail, postage prepaid, addressed to such Director or shareholder at such address as appears on the books of the corporation.  Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be thus deposited in the United States mails as aforesaid.

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Section 2.       Whenever any notice is required to be given to any Director or shareholder of the corporation under the provisions of the statutes or of the Articles of Incorporation, or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice.  Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose, in writing filed at the meeting, of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or held.

ARTICLE V

OFFICERS

Section 1.       The officers of the corporation shall be a Chairman, a President, one or more Executive Vice Presidents, Senior Vice Presidents or Vice Presidents, a General Counsel, a Controller, a Corporate Secretary and a Treasurer, all of whom shall be elected by the Board of Directors.  Any two or more offices may be held by the same person.  Each such officer shall have such authority and perform such duties in the management of the corporation as may be prescribed by the Chairman or as determined by resolution of the Board of Directors.

Section 2.       The Board of Directors may elect or appoint such other officers and agents as it shall deem necessary, who shall

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hold their offices for such term and who shall have such authority and perform such duties as may be prescribed by the Board of Directors or the Chairman.  The power to appoint such other officers and agents may be delegated by the Board of Directors to the Chairman to the extent the Board may delineate by resolution.

Section 3.       Each officer of the corporation shall hold office until his successor is chosen and qualified in his stead or until his death or until his resignation, retirement or removal from office.  Any officer or agent elected or appointed by the Board of Directors or by the Chairman may be removed by the Chairman or Board of Directors whenever in his or its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.       THE CHAIRMAN.  The Chairman shall be the chief executive officer of the corporation.  He shall, subject to the direction and control of the Board of Directors, be their representative and medium of communication.  He shall see that all orders and resolutions of the Board of Directors are carried into effect.  He shall preside at all meetings of shareholders and at all meetings of the Board of Directors.  He shall be in complete charge with attendant responsibility and accountability of the entire corporation and its affairs.  He shall, in the absence or

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inability to act of the President, be charged with the duties and responsibilities of the President.

Section 5.       THE PRESIDENT.  The President shall be the chief operating officer of the corporation.  He shall have such powers and responsibilities and shall perform such duties, as delineated by the Board of Directors or by the Chairman.  He shall be responsible directly to the Chairman in such performance.

Section 6.       EXECUTIVE VICE PRESIDENTS.  Each Executive Vice President shall have such powers and responsibilities and shall perform such duties, as delineated by the Board of Directors or President.  They shall be directly responsible to such officer as the President may from time to time prescribe.

Section 7.       SENIOR VICE PRESIDENTS.  Each Senior Vice President shall have such powers and responsibilities, and shall perform such duties, as delineated by the Board of Directors or President.  They shall be directly responsible to such officer as the President may from time to time prescribe.

Section 8.       VICE PRESIDENTS.  Each Vice President shall have such powers and responsibilities, and shall perform such duties, as delineated by the Board of Directors or President.  They shall be directly responsible to such officer as the President may from time to time prescribe.

Section 9.       GENERAL COUNSEL.  The General Counsel shall have general control over all matters of a legal nature concerning the corporation and shall perform such duties as delineated by the

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Board of Directors or President.  He shall be directly responsible to the President in said performance.

Section 10.     THE CONTROLLER.  The Controller shall be in general control of the accounts of the corporation, shall be responsible for the making of adequate audits, shall prepare and interpret required accounting, financial and statistical statements, shall be directly responsible to such officer and shall perform such other duties as the Board of Directors or President may from time to time prescribe.

Section 11.     THE CORPORATE SECRETARY.  The Corporate Secretary shall attend all meetings of the Board of Directors and shareholders and act as secretary thereof and shall record all votes and the minutes of all proceedings of the Board of Directors and shareholders in a book for that purpose maintained and kept in his custody.  He or she shall keep in his custody the seal of the corporation and shall in general perform all the duties incident to the office of Secretary of a corporation.  He shall act as Transfer Agent of the corporation and/or Registrar of its capital stock and other securities; provided that the Board of Directors may by resolution appoint one or more other persons or corporations as Transfer Agents and/or Registrars or as Co-Transfer Agents and/or Co-Registrars.  He shall be directly responsible to the President and shall perform such other duties as the Board of Directors or President may from time to time prescribe.

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Section 12.     THE TREASURER.  The Treasurer shall have custody of all funds and securities of the corporation and shall keep full and accurate accounts of receipts and disbursements.  He may endorse checks, notes and other obligations on behalf of the corporation for collection and shall deposit the same, together with all monies and other valuable effects, to the credit of the corporation in banks or depositories as the Board of Directors may designate by resolution or as may be established in accordance with Article VIII of these Bylaws.  He shall be directly responsible to such officer as the President may from time to time designate and shall perform all duties incident to the office of Treasurer of a corporation or as the Board of Directors or President shall designate.

Section 13.     ASSISTANT CORPORATE SECRETARY, ASSISTANT TREASURER, ASSISTANT CONTROLLER.  The Board of Directors or Chairman may appoint one or more Assistant Corporate Secretaries, Assistant Treasurers and Assistant Controllers and such other appointive officers as may be appropriate and required.  They shall be directly responsible to such officer and shall perform such duties as the Board of Directors or President may from time to time designate.

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ARTICLE VI

CERTIFICATES REPRESENTING SHARES

Section 1.       The shares of stock of this corporation shall be deemed personal estate and shall be transferable only on the books of the corporation in such manner as these Bylaws prescribe.

Section 2.       Every shareholder in the corporation shall be entitled to have a certificate or certificates representing the number of shares owned by him.  The certificates of shares of stock of the corporation shall be numbered and shall be entered in the books of the corporation as they are issued.  They shall exhibit the holder’s name and number of shares and shall be signed by the Chairman and Treasurer or an Assistant Treasurer and bear the corporate seal; but the signatures of such officers and the seal of the corporation upon such certificates may be facsimiles, engraved or printed where such certificate is signed by a duly authorized Transfer Agent or Co-Transfer Agent and a Registrar or Co-Registrar.

Section 3.       The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer, conversion, and registration of certificates for shares of the capital stock of the corporation.

Section 4.       LOST CERTIFICATES.  The Board of Directors may direct a new certificate representing shares to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of

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that fact by the person claiming the certificate to be lost or destroyed.  When authorizing such issue of a new certificate, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation and its Transfer Agents and Registrars and its Co-Transfer Agents and Co-Registrars with respect to the certificate alleged to have been lost or destroyed.

Section 5.       TRANSFER OF SHARES.  Transfers of shares of stock shall be made on the books of the corporation only by the person named in the certificate or by attorney, lawfully constituted in writing and upon surrender of the certificate therefor.

Section 6.       The Board of Directors may close the stock transfer books of the corporation for a period not to exceed sixty (60) days for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any distribution and share dividend, or in order to make a determination of shareholders for any purpose, provided that if such books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a shareholders’ meeting, such books shall be closed for at least ten (10) days

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immediately preceding such meeting.  In lieu of so closing the stock transfer books, the Board of Directors may fix a date in advance, not exceeding sixty (60) days preceding the date of any meeting of shareholders, or the date for the payment of any distribution and share dividend or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the respective determination of the shareholders entitled to such notice of, and to vote at, any such meeting, or entitled to receive payment of such distribution and share dividend, or to any such allotment of rights, or to exercise rights in respect of any such change, conversion or exchange of capital stock and in such case such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such distribution and share dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares of stock on the books of the corporation after any such record date fixed as aforesaid.  In the absence of any designation with respect thereto by the Board of Directors, the date upon which the notice of a meeting is mailed or resolutions declaring a distribution and share dividend are adopted shall be the record date for such determination in regard to meetings of shareholders or declaration of distributions and share dividends.

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Section 7.       The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Texas.

Section 8.       BONDS, DEBENTURES AND EVIDENCE OF INDEBTEDNESS.  Bonds, debentures and other evidence of indebtedness of the corporation shall be signed by the Chairman, the President, or any Vice President and the Treasurer or an Assistant Treasurer and shall bear the corporate seal and when so executed shall be binding upon the corporation, but not otherwise.  The seal of the corporation thereon may be facsimile, engraved or printed, and where any such bond, debenture or other evidence of indebtedness is authenticated with the manual signature of an authorized officer of the corporation or trustee appointed or named by an indenture or trust or other agreement under which such security is issued, the signature of any of the corporation’s officers authorized to execute such security may be facsimile.

Section 9.       SIGNATURES ON SHARE CERTIFICATES, BONDS, DEBENTURES AND EVIDENCES OF INDEBTEDNESS.  In case any officer who signed, or whose facsimile signature has been placed on any certificate representing shares of stock, bond, debenture or evidence of indebtedness of this corporation shall cease to be an officer of the corporation for any reason before the same has been

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issued or delivered by the corporation, such certificate, bond, debenture or evidence of indebtedness may nevertheless be issued and delivered as though the person who signed it or whose facsimile signature has been placed thereon had not ceased to be such officer.

ARTICLE VII

DEEDS AND OTHER INSTRUMENTS OF CONVEYANCE

Section 1.       Deeds and other instruments of the corporation conveying land or any interest in land shall be signed by the Chairman, the President or a Vice President, or an attorney-in-fact of the corporation, when authorized by appropriate resolution of the Board of Directors or shareholders, and, when required by law, shall be attested by the Corporate Secretary or an Assistant Corporate Secretary and shall bear the corporate seal and when so executed shall be binding upon the corporation, but not otherwise.

ARTICLE VIII

CHECKS, DRAFTS AND BILLS OF EXCHANGE

Section 1.       The Chairman or the President of the corporation may from time to time establish General Bank Accounts, Depository Bank Accounts, and such Special Bank Accounts as in the judgment of either of them may be needed in carrying on and dispatching the business of the corporation.  All checks, drafts and bills of exchange issued in the name of the corporation and calling for the payment of money out of said General Accounts, Depository Accounts, or Special Accounts of the corporation shall be signed by the

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Controller or Assistant Controller or such agents and employees as the Chairman or the President may from time to time designate and authorize to sign for the Controller and countersigned by the Treasurer or any Assistant Treasurer or such agents and employees as the Chairman or the President may from time to time designate and authorize to sign for the Treasurer; and when so designated by the Chairman or the President, the signature of the Treasurer or an Assistant Treasurer may be affixed by the use of a check-signing machine; provided that for the purpose of transferring funds from any bank or depository at which the corporation has funds on deposit to any other bank or depository of the corporation for credit to the corporation’s account, a form of check having plainly printed upon its face “DEPOSITORY TRANSFER CHECK” and being by its wording payable to a bank or depository for credit to the account of the corporation is hereby authorized, and such checks shall require no signature other than the name of the corporation printed at the lower right corner; and further provided that checks, drafts and bills of exchange issued in the name of the corporation in the amount of $5,000 or less need bear only one signature and that being the signature of the Treasurer or an Assistant Treasurer, affixed either manually or by the use of a check-signing machine, or the manual signature of such agents and employees as the Chairman or the President may from time to time designate and authorize to sign for the Treasurer; and further provided that no person authorized to sign checks or drafts may sign a check or

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draft payable to himself.  When signed in such applicable manner, but not otherwise, every check, draft or bill of exchange issued in the name of the corporation and calling for the payment of money out of the General Bank Accounts, Depository Bank Accounts, and Special Bank Accounts of the corporation shall be valid and enforceable according to its wording, tenor and effect, but not otherwise.  Provided, however, that for the purpose of transferring funds between accounts of the corporation, from accounts of the corporation to accounts of ENSERCH Corporation and its subsidiaries and affiliates, from accounts of the corporation to accounts of subsidiaries and affiliates, and from accounts of the corporation for the purpose of investment of corporate funds, the Treasurer or an Assistant Treasurer or such agents and employees as the Chairman or the President may from time to time designate and authorize may make such transfer of funds by bank wire transfers through oral or written instructions; and for the purpose of transferring funds from accounts of the corporation to accounts of other third parties, such funds may be transferred by bank wire transfers but only upon written instructions from the Treasurer or an Assistant Treasurer or such agents and employees as the Chairman or the President may from time to time designate and authorize to sign for the Treasurer and countersigned by the Controller or Assistant Controller or such agents and employees as the Chairman or the President may from time to time designate and authorize to sign for the Controller.

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Section 2.       The Treasurer of the corporation may establish special bank accounts designated as Agent’s Account or Local Manager’s Account in such bank or banks as in his judgment may be needed in carrying on and dispatching the business of the corporation, provided that the Treasurer in establishing and maintaining such accounts shall keep only such funds therein and in such amount as may be required for the local needs of such accounts and provided that checks or drafts issued against or drawn on such accounts shall be valid and binding on the corporation according to their wording, tenor and effect when signed by either the Treasurer of the corporation or by such agent or employee of the corporation as may be designated by the Treasurer in writing to such bank or when signed in such manner and by such agent or employee of the corporation as may be designated by the Chairman or the President of the corporation; and further provided that checks and drafts issued in the name of the corporation against funds in such Agent’s Account or Local Manager’s Account in the amount of $1,000 or more must be countersigned by two persons authorized to sign such checks or drafts.

ARTICLE IX

FISCAL YEAR

Section 1.       The fiscal year shall begin on the first day of January in each year.

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ARTICLE X

DIVIDENDS AND SHARE DIVIDENDS

Section 1.       Distributions and share dividends upon the outstanding shares of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting.  Distributions may be paid in cash or property, and share dividends may be paid in shares of the authorized but unissued shares or in treasury shares of the corporation, subject to the provisions of the Articles of Incorporation.

ARTICLE XI

RESERVES

Section 1.       There may be created by resolution of the Board of Directors out of the earned surplus of the corporation such reserve or reserves as the Directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize distributions, or to repair or maintain any property of the corporation, or for such other purposes as the Directors shall think beneficial to the corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE XII

SEAL

Section 1.       The corporation’s seal shall have inscribed thereon the name of the corporation, the year of the organization and the words “Corporate Seal, Texas.” Said seal may be used by

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causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE XIII

INDEMNIFICATION

Section 1.       The corporation shall indemnify any person who (1) is or was a director, officer, employee or agent of the corporation, or (2) while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, to the fullest extent that a corporation may or is required to grant indemnification to a director under the Texas Business Corporation Act.  The corporation may indemnify any person to such further extent as permitted by law.

ARTICLE XIV

AMENDMENTS

Section 1.       Amendments.  Bylaws of the corporation may be amended, repealed or adopted by vote of the holders of the shares at the time entitled to vote in the election of any directors.  If, at any meeting of shareholders, action is proposed to be taken to amend, repeal or adopt Bylaws, the notice of such meeting shall include a brief statement or summary of the proposed action.

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ARTICLE XV

PRACTICE OF CIVIL ENGINEERING

ELECTRICAL ENGINEERING AND ARCHITECTURE

Section 1.       The corporation shall at all times maintain a currently registered civil engineer who shall be designated in responsible charge of all civil engineering performed by the corporation.  The Corporation shall not engage in the practice of electrical engineering or architecture in the State of Alaska.  Such Alaska registrants shall have full authority with regard to all professional decisions and projects in their respective fields and/or branches.

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EX-3.27

Exhibit 3.27

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER FACILITIES MANAGEMENT DELAWARE, INC.

Adopted in accordance with the provisions

of Section 242 of the General Corporation

law of the State of Delaware

The undersigned, being the holders of record of all outstanding shares of the stock of Foster Wheeler Facilities Management Delaware, Inc., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST:  That the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of Article First thereof as it now exists and inserting in lieu and instead of a new Article First, reading as follows:

FIRST:  The name of the Corporation is

Foster Wheeler Facilities Management, Inc.

SECOND: That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 1st day of May, 1996.

FOSTER WHEELER POWER SYSTEMS, INC.
By:	/s/ [ILLEGIBLE]
	President

/s/ [ILLEGIBLE]

Attest

Assistant Secretary

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER FACILITIES MANAGEMENT DELAWARE, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST:  The name of the corporation (hereinafter called the “corporation”) is

FOSTER WHEELER FACILITIES MANAGEMENT DELAWARE, INC.

SECOND:  The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware is The Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:  The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000), all of which are without par value.  All such shares are of one class and are shares of Common Stock.

FIFTH:  The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
T. M. Bonovich	32 Loockerman Square, Suite L-100 Dover, Delaware  19901

SIXTH:  The corporation is to have perpetual existence.

SEVENTH:  Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH:  For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1.   The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors.  The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-Laws.  The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there

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were no vacancies.  No election of directors need be by written ballot.

2.   After the original or other By-Laws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the By-Laws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-Law or in a By-Law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3.   Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders.  Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of section 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH:  The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

TENTH:  The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the

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same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ELEVENTH:  From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Signed on November 27, 1991.

/s/ T. M. Bonovich

T. M. Bonovich

Incorporator

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EX-3.28

Exhibit 3.28

BYLAWS

OF

FOSTER WHEELER FACILITIES MANAGEMENT, INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1.      CERTIFICATES REPRESENTING STOCK.  Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation.  Any or all the signatures on any such certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law.  Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2.      UNCERTIFICATED SHARES.  Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares.  Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

3.      FRACTIONAL SHARE INTERESTS.  The corporation may, but shall not be required to, issue fractions of a share.  If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share.  A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation.  The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4.      STOCK TRANSFERS.  Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of

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the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

5.      RECORD DATE FOR STOCKHOLDERS.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.  In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.  In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other

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distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6.      MEANING OF CERTAIN TERMS.  As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

7.      STOCKHOLDER MEETINGS.

•  TIME.  The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting.  A special meeting shall be held on the date and at the time fixed by the directors.

•  PLACE.  Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix.

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Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

•  CALL.  Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

•  NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined.  The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes.  The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called.  The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law.  Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation.  Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail.  If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting.  Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein.  Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

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•  STOCKHOLDER LIST.  The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

•  CONDUCT OF MEETING.  Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders.  The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

•  PROXY REPRESENTATION.  Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting.  Every proxy must be signed by the stockholder or by his attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

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•  INSPECTORS.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability.  The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them.

•  QUORUM.  The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business.  The stockholders present may adjourn the meeting despite the absence of a quorum.

•  VOTING.  Each share of stock shall entitle the holders thereof to one vote.  Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.  Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and /or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these By laws.  In the election of directors, and for any other action, voting need not be by ballot.

8.      STOCKHOLDER ACTION WITHOUT MEETINGS.  Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting

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of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

1.      FUNCTIONS AND DEFINITION.  The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation.  The Board of Directors shall have the authority to fix the compensation of the members thereof.  The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2.      QUALIFICATION AND NUMBER.  The number of directors shall be one (1) or more, as established by resolution of the stockholders or the Board of Directors, from time to time.  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.

3.      ELECTION AND TERM.  The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.  Any director may resign at any time upon written notice to the corporation.  Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders

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and until their successors are elected and qualified or until their earlier resignation or removal.  Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

4.      MEETINGS.

•  TIME.  Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

•  PLACE.  Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

•  CALL.  No call shall be required for regular meetings for which the time and place have been fixed.  Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

•  NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be required for regular meetings for which the time and place have been fixed.  Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat.  Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein.  Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

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•  QUORUM AND ACTION.  A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board.  A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place.  Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.  The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

•  CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and if present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5.      REMOVAL OF DIRECTORS.  Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6.      COMMITTEES.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or

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disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

7.      WRITTEN ACTION.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate.  Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director.  Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith.  The Secretary or an Assistant Secretary of the corporation shall

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record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him.  Any officer may be removed, with or without cause, by the Board of Directors.  Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

I HERE BY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of FOSTER WHEELER FACILITIES MANAGEMENT DELAWARE, INC., a Delaware corporation, as in effect on the date hereof.

Dated:

Secretary of

FOSTER WHEELER FACILITIES

MANAGEMENT DELAWARE, INC.

(SEAL)

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EX-3.29

Exhibit 3.29

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER US HOLDINGS, INC.

(a Delaware corporation)

It is hereby certified that:

1.  The name of the corporation (hereinafter called the “Corporation”) is FOSTER WHEELER US HOLDINGS, INC.

2.  The Certificate of Incorporation of the corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article FIRST:

“FIRST: The name of the Corporation is

FOSTER WHEELER INC.”

3.  The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Signed on May 31, 2001.

/s/ Lisa Fries Gardner

Lisa Fries Gardner

Vice President and Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 03/14/2001

010125299 – 3368233

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER US HOLDINGS, INC.

I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, as from time to time amended, do hereby certify as follows:

FIRST:	The name of the Corporation is
	FOSTER WHEELER US HOLDINGS, INC.

SECOND: The registered office of the Corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, 19808.  The name of its registered agent in the State of Delaware at such address is Corporation Service Company.

THIRD: The purpose of the Corporation is to engage, directly or indirectly, in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as from time to time in effect.

FOURTH: The total authorized capital stock of the Corporation shall be 1,000 shares of Common Stock, all of which are without par value.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Mailing Address
John A. Doyle, Jr.	Perryville Corporate Park
	Clinton, New Jersey 08809

SIXTH: The business of the Corporation shall be managed under the direction of the Board of Directors except as otherwise provided by law.  The number of Directors of the Corporation shall be fixed from time to time by, or in the manner provided in, the By-Laws.  Election of Directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

SEVENTH: The Board of Directors may make, alter or repeal the By-Laws of the Corporation except as otherwise provided in the By-Laws adopted by the Corporation’s stockholders.

EIGHTH: The Directors of the Corporation shall be protected from personal liability, through indemnification or otherwise, to the fullest extent permitted under the General Corporation Law of the State of Delaware as from time to time in effect.

1.  A Director of the Corporation shall under no circumstances have any personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director except for those breaches and acts or omissions with respect to which the General Corporation Law of the State of Delaware, as from time to time amended, expressly provides that this provision shall not eliminate or limit such personal liability of Directors.  Neither the modification or repeal of this paragraph 1 of Article EIGHTH nor any amendment to said General Corporation Law that does not have retroactive application shall limit the right of Directors hereunder to exculpation from personal liability for any act or omission occurring prior to such amendment, modification or repeal.

2.  The Corporation shall indemnify each Director and Officer of the Corporation to the fullest extent permitted by applicable law, except as may be otherwise provided in the Corporation’s By-Laws, and in furtherance hereof the Board of Directors is expressly authorized to amend the Corporation’s By-Laws from time to time to give full effect hereto, notwithstanding possible self interest of the Directors in the action being taken.  Neither the modification or repeal of this paragraph 2 of Article EIGHTH nor any amendment to the General Corporation Law of the State of Delaware that does not have retroactive application shall limit the right of Directors and Officers to indemnification hereunder with respect to any act or omission occurring prior to such modification, amendment or repeal.

NINTH:  The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of March, 2001.

/s/ John A. Doyle Jr.

John A. Doyle, Jr.

Incorporator

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EX-3.30

Exhibit 3.30

BY-LAWS

OF

FOSTER WHEELER INC. (F/K/A/)

FOSTER WHEELER US HOLDINGS, INC.

ARTICLE I

STOCKHOLDERS

Section 1.  Annual Meeting.  The annual meeting of the stockholders of the Corporation shall be held either within or without the State of Delaware, at such place as the Board of Directors may designate in the call or in a waiver of notice thereof, on such date as the Board of Directors shall determine for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

Section 2.  Special Meetings.  Special Meetings of the stockholders may be called by the Board of Directors or by the President, and shall be called by the President or by the Secretary upon the written request of the holders of record of at least twenty-five per cent (25%) of the shares of stock of the Corporation, issued and outstanding and entitled to vote, at such times and at such place either within or without the State of Delaware as may be stated in the call or in a waiver of notice thereof.

Section 3.  Notice of Meetings.  Notice of the time, place and purpose of every meeting of stockholders shall be delivered personally or mailed not less than ten days nor more than sixty days previous thereto to each stockholder of record entitled to vote, at such stockholder’s post office address appearing upon the records of the Corporation or at such other address as shall be furnished in writing by him or her to the Corporation for such purpose.  Such further notice shall be given as may be required by law or by these By-Laws.  Any meeting may be held without notice if all stockholders entitled to vote are present in person or by proxy, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 4.  Quorum.  The holders of record of at least a majority of the shares of the stock of the Corporation, issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law or by these By-Laws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained.

Section 5.  Organization of Meetings.  Meetings of the stockholders shall be presided over by the Chairman of the Board, if there be one, or if the Chairman of the Board is not present by the President, or if the President is not present, by a chairman to be chosen at the meeting.  The Secretary of the Corporation, or in the Secretary of the Corporation’s absence, an Assistant Secretary, shall act as Secretary of the meeting, if present.

Section 6.  Voting.  At each meeting of stockholders, except as otherwise provided by statute or the Certificate of Incorporation, every holder of record of stock entitled to vote shall be entitled to one vote in person or by proxy for each share of such stock standing in his or her name on the records of the Corporation.  Elections of directors shall be determined by a plurality of the votes cast and, except as otherwise provided by statute, the Certificate of Incorporation, or these By-Laws, all other action shall be determined by a majority of the votes cast at such meeting.  Each proxy to vote shall be in writing and signed by the stockholder or by such stockholder’s duly authorized attorney.  In the election of Directors, and for any other action, voting need not be by ballot.

A complete list of the stockholders entitled to vote at each such meeting, arranged in alphabetical order, with the address of each, and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary and shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 7.  Inspectors of Election.  The Board of Directors in advance of any meeting of stockholders may appoint one or more Inspectors of Election to act at the meeting or any adjournment thereof.  If Inspectors of Election are not so appointed, the chairman of the meeting may, and on the request of any stockholder entitled to vote shall, appoint one or more Inspectors of Election.  Each Inspector of Election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of Inspector of Election at such meeting with strict impartiality and according to the best of his or her ability.  If appointed, Inspectors of Election shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

Section 8.  Action by Consent.  Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by the holders of record of shares of the stock of the Corporation, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE  II

DIRECTORS

Section 1.  Number, Quorum, Term, Vacancies, Removal.  The Board of Directors of the Corporation shall consist of one (1) or more persons.  The number of directors may be changed by a resolution passed by a majority of the whole Board or by a vote of the holders of record of at least a majority of the shares of stock of the Corporation, issued and outstanding and entitled to vote.

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A majority of the members of the Board of Directors then holding office (but not less than one-third of the total number of directors nor less than two directors) shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained.

At the request of the Chairman or President any one or more of the Board or any Committee thereof may participate for quorum purposes in any meeting, of such Board or Committee by means of conference telephone, video conferencing or similar electronic communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence at the meeting.

Directors shall hold office until the next annual election and until their successors shall have been elected and shall have qualified, unless sooner displaced.

Whenever any vacancy shall have occurred in the Board of Directors, by reason of death, resignation, or otherwise, other than removal of a director with or without cause by a vote of the stockholders, it shall be filled by a majority of the remaining directors, though less than a quorum (except as otherwise provided by law), or by the stockholders, and the person so chosen shall hold office until the next annual election and until a successor is duly elected and has qualified.

Any one or more of the directors of the Corporation may be removed either with or without cause at any time by a vote of the holders of record of at least a majority of the shares of stock of the Corporation, issued and outstanding and entitled to vote, and thereupon the term of the director or directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, to be filled by a vote of the stockholders as provided in these By-Laws.

Section 2.  Meetings, Notice.  Meetings of the Board of Directors shall be held at such place either within or without the State of Delaware, as may from time to time be fixed by the Board, or as may be specified in the call or in a waiver of notice thereof.  Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by the Board, and special meetings may be held at any time upon the call of two directors, the Chairman of the Board, if one be elected, or the President, by oral, telegraphic or written notice, duly served on or sent or mailed to each director in sufficient time for the convenient assembly of the Directors thereat.  A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place at which such meeting was held.  Notice need not be given of regular meetings of the Board.  Any meeting may be held without notice, if all directors are present, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 3.  Committees.  The Board of Directors may, in its discretion, by resolution passed by a majority of the whole Board, designate from among its members one or more committees, which shall consist of two or more directors.  The Board may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of the committee.  Such committees shall have and may

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exercise such powers as shall be conferred or authorized by the resolution appointing them.  A majority of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide.  The Board shall have power at any time to change the membership of any such committee, to fill vacancies in it, or to dissolve it.

Section 4.  Action by Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent or consents thereto is signed by all members of the Board, or of such committee as the case may be, and such written consent or consents is filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

Section 1.  Election of Officers.  The officers of the Corporation, who shall be chosen by the Board of Directors at its first meeting after each annual meeting of stockholders, shall be a President, a Treasurer and a Secretary.  The Board of Directors from time to time may elect a Chairman of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents with such titles as the resolution of the Board of Directors choosing them shall designate and whom it shall deem necessary, who shall exercise such powers and perform such duties as prescribed by the Board of Directors.  Any number of offices may be held by the same person.

Section 2.  Terms of Office.  Unless otherwise provided in the resolution choosing such officer, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor shall have been chosen and qualified.

Section 3.  Removal.  Any officer may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors.

Section 4.  Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary.  Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.  Vacancies.  If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the directors may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

Section 6.  Chairman of the Board.  The Chairman of the Board of Directors, if one were elected, shall preside at all meetings of the Board of Directors and of the stockholders.

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The Chairman shall have and perform such other duties as from time to time may be assigned to the Chairman by the Board of Directors.

Section 7.  President.  The President shall be the chief operating officer of the Corporation and, in the absence of the Chairman, shall preside at all meetings of the Board of Directors, and of the stockholders.  The President shall exercise the powers and perform all functions and duties incidental to the chief operating officer and, subject to the control of the Board of Directors, shall have general management and control of the affairs and business of the Corporation.  The President shall have additional powers and duties as may from time to time be assigned by the Board of Directors.

Section 8.  Vice Presidents.  If chosen, Vice Presidents shall have such powers and perform such duties as may be assigned by the Chairman of the Board, President or the Board of Directors.  The Board of Directors in its discretion may assign to the titles of individual Vice Presidents terms such as “executive”, “senior”, or “special” or others indicative of levels or areas of responsibility.

Section 9.  Secretary.  The Secretary shall record or cause to be recorded in the books provided for that purpose the minutes of the meetings of the shareholders, the Board of Directors, and all committees of which a secretary shall have been appointed.  The Secretary shall be responsible for keeping the list of shareholders, and shall give or cause to be given notice of all meetings of shareholders, directors and committees.  The Secretary shall have custody of the seal of the corporation and shall perform such other duties as may from time to time be assigned by the Chairman of the Board, President of the Board of Directors.  The Secretary shall perform all duties incident to the office of the Secretary.

Section 10.  Assistant Secretaries.  The Board of Directors may from time to time appoint additional Assistant Secretaries.  In the event of absence or disability of the Secretary, an Assistant Secretary shall exercise all duties and powers of the Secretary.

Section 10.  Treasurer.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation and shall deposit all such funds to the credit of the Corporation in such depositories as may be designated form time to time by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may from time to time be ordered by the Chairman of the Board, the President or the Board of Directors.  The Treasurer shall render to the Chairman of the Board, President or the Board of Directors and shareholders upon request an account of all his transactions as Treasurer

Section 11.  Assistant Treasurers.  The Board of Directors may from time to time appoint additional Assistant Treasurers.  In the event of absence or disability of the Treasurer, an Assistant Treasurer shall exercise all duties and powers of the Treasurer.

Section 12.  Controller.  The Board of Directors may appoint a Controller who shall maintain adequate records of all assets, liabilities and transactions of the Corporation.  The Controller shall render financial and accounting reports and audits as required by the Chairman of the Board, the President, or the board of Directors as necessary to the proper conduct of business.

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Section 13.  Assistant Controllers.  The Board of Directors may from time to time appoint additional Assistant Controllers.  In the event of absence or disability of the Controller, an Assistant Controller shall exercise all duties and powers of the Controller.

Section 14.  Director of Tax.  The Board of Directors may appoint a Director of Tax who shall be responsible for the preparation, signature, filing, execution and communication with government agencies or other parties relating to all tax matters including tax returns, annual reports, consents, waivers and any other documents necessary for tax planning and compliance and to perform and supervise any and all other matters related to taxes for the taxpayer corporation.

Section 15.  Duties of Officers May Be Delegated.  In case of the absence or disability of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director.

ARTICLE IV

INDEMNIFICATION

Section 1.  Indemnity.  The corporation shall indemnify its directors and officers to the fullest extent allowed by law, provided, however, that it shall be within the discretion of the Board of Directors whether to advance any funds in advance of disposition of any action, suit or proceeding, and provided further that nothing in this section 1 shall be deemed to obviate the necessity of the Board of Directors to make any determination that indemnification of the director or officer is proper under the circumstances because he or she has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145 of the Delaware General Corporation Law.

Section 2.  Invalidity of Any Provisions of This Article.  The invalidity or unenforceability of any provision of this Article shall not affect the validity or enforceability of the remaining provisions of this Article.

ARTICLE V

CAPITAL STOCK

Section 1.  Certificates.  The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe.  The certificates of stock shall be signed by the President or a Vice President and by the Secretary, or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed with the seal of the Corporation or a facsimile thereof, and countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe.  Where any such certificate is countersigned by a transfer agent other than the Corporation or its employee, or registered by a registrar other than the Corporation or its employee, the signature of any such officer may be a facsimile signature.  In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death,

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resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 2   Transfer.  The shares of stock of the Corporation shall be transferred only upon the books of the Corporation by the holder thereof in person or by his or her attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

Section 3.  Record Dates.  The Board of Directors may fix in advance a date, not less than ten nor more than sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the distribution or allotment of any rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to receive any distribution or allotment of such rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such distribution or allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 4.  Lost Certificates.  In the event that any certificate of stock is lost, stolen, destroyed or mutilated, the Corporation may issue a new certificate of the same tenor and for the same number of shares in lieu thereof.  The Corporation may in its discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate, or the legal representative of the owner to make an affidavit or affirmation setting forth such facts as to the loss, destruction or mutilation as it deems necessary, and to give the Corporation a bond in such reasonable sum as it directs to indemnify the Corporation.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 1.  Offices.  The registered office of the Corporation shall be located at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808 and Corporation Service Company shall be the registered agent of this Corporation in charge thereof.  The Corporation may have other offices either within or without the State of Delaware at such places as shall be determined from time to time by the Board of Directors or the business of the Corporation may require.

Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.

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Section 3.  Corporate Seal.  The seal of the Corporation shall be circular in form and contain the name of the Corporation, and the year and state of its incorporation.  Such seal may be altered from time to time at the discretion of the Board of Directors.

Section 4.  Books.  There shall be kept at such office of the Corporation as the Board of Directors shall determine, within or without the State of Delaware, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board of Directors and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board of Directors may from time to time determine.

Section 5.  Voting of Stock.  Unless otherwise specifically authorized by the Board of Directors, all stock owned by the Corporation, other than stock of the Corporation, shall be voted, in person or by proxy, by the President or the Secretary of the Corporation on behalf of the Corporation.

ARTICLE VII

AMENDMENTS

Section 1.  Amendments.  The vote of the holders of at least a majority of the shares of stock of the Corporation, issued and outstanding and entitled to vote, shall be necessary at any meeting of stockholders to amend or repeal these By-Laws or to adopt new by-laws.  These By-Laws may also be amended or repealed, or new by-laws adopted, at any meeting of the Board of Directors by the vote of at least a majority of the entire Board; provided that any by-law adopted by the Board may be amended or repealed by the stockholders in the manner set forth above.

Any proposal to amend or repeal these By-Laws or to adopt new by-laws shall be stated in the notice of the meeting of the Board of Directors or the stockholders, or in the waiver of notice thereof, as the case may be, unless all of the directors or the holders of record of all of the shares of stock of the Corporation, issued and outstanding and entitled to vote, are present at such meeting.

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EX-3.31

Exhibit 3.31

CERTIFICATE OF INCORPORATION

-of-

FOSTER WHEELER INTERNATIONAL CORPORATION

WE, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST:The name of the corporation is

FOSTER WHEELER INTERNATIONAL CORPORATION

SECOND:The principal office of the corporation is to be located in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its resident agent is the UNITED STATES CORPORATION COMPANY, whose address is No. 129 South State Street in said city.

THIRD:The nature of the business of the corporation and the objects or purposes proposed to be transacted, promoted or carried on by it are:

To engage in, conduct and carry on in general: (1)  the business of civil, mechanical and chemical engineers, contractors and constructors; (2)  the business of designing, engineering and constructing power generating plants, refineries, process plants, chemical plants, pipe lines, power generating equipment and other manufacturing, transportation and business properties and facilities of every kind and character whatsoever; and (3)  the business of making, preparing and issuing such studies and economic reports as may be directly or indirectly related to the aforesaid activities.

To produce, assemble, buy, lease, or otherwise acquire, hold, own, operate, use, install, equip, replace, maintain, service, process, reprocess, repair, remodel, recondition, import, export, sell, lease or otherwise dispose of and generally to deal in and with (as contractor, subcontractor, principal, agent, commission merchant, broker, factor, or any combination of the foregoing and at wholesale or retail or both) any and all kinds of equipment, machinery, devices, systems, parts, supplies, tools, implements, apparatus, manufactured articles and products, and goods, wares, merchandise and tangible property of every kind, used or capable of being used for any purpose whatever.

To engage in research, experimental, laboratory and development work in connection with any or all of the foregoing purposes; to act as business consultants, and in connection therewith to render management, research, technical, promotional and advisory services to persons, firms, corporations and others.

To improve, manage, develop, sell, assign, transfer, lease, mortgage, pledge, or otherwise dispose of or turn to account or deal with all or any part of the property of the corporation and from time to time to vary any investment or employment of capital of the corporation.

To borrow money and to make and issue evidences of indebtedness and secure the same by mortgage, pledge or otherwise to the extent necessary in the furtherance of the objects of the corporation or its business.

To purchase or otherwise acquire and to hold, maintain, lease, sell, mortgage or otherwise dispose of real property, personal property, mixed property, franchises, licenses, rights and privileges to the extent necessary in the furtherance of the objects of the corporation or its business.

To apply for, obtain, register, purchase, lease or otherwise to acquire and to hold, own, use, develop, operate and introduce, and to sell, assign, grant licenses or territorial rights in respect to, or otherwise to turn to account or

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dispose of, any copyrights, trade marks, trade names, brands, labels, patent rights, letters patent of the United States or of any other country or government, inventions, improvements and processes, whether used in connection with or secured under letters patent or otherwise.

To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either alone or in association with other corporations, firms or individuals, and to do every other act or acts, thing or things incidental or appurtenant to or growing out of or connected with the aforesaid business or powers or any part or parts thereof, provided the same be not inconsistent with the laws under which this corporation is organized.

To acquire by purchase, subscription or otherwise, and to hold for investment or otherwise and to use, sell, assign, transfer, mortgage, pledge or otherwise deal with or dispose of stocks, bonds or any other obligations or securities of any corporation or corporations; to merge or consolidate with any corporation in such manner as may be permitted by law; to aid in any manner any corporation whose stocks, bonds or other obligations are held or in any manner guaranteed by this corporation, or in which this corporation is in any way interested; and to do any other acts or things for the preservation, protection, improvement or enhancement of the value of any such stock, bonds or other obligations; and while owner of any such stock, bonds or other obligations to exercise all the rights, powers and privileges of ownership thereof, and to exercise any and all voting powers thereon; to guarantee the payment of dividends upon any stock, or the principal or interest or both, of any bonds or other obligations, and the performance of any contracts.

The business or purpose of the corporation is from time to time to do any one or more of the acts and things hereinabove set forth and it shall have power to conduct and carry on its said business or any part thereof,

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to have one or more offices, and to exercise any or all of its corporate powers and rights, as a western hemisphere trade corporation in any country or countries in North, Central or South America, or in the West Indies, or in Newfoundland.

The enumeration herein of the objects and purposes of this corporation shall be construed as powers as well as objects and purposes and shall not be deemed to exclude by inference any powers, objects or purposes which this corporation is empowered to exercise, whether expressly by force of the laws of the state of Delaware now or hereafter in effect or impliedly by the reasonable construction of the said laws.

FOURTH:The total number of shares of stock which the corporation is authorized to issue is one thousand (1,000), all of which are without par value.

FIFTH:The minimum amount of capital with which the corporation will commence business is one thousand dollars ($1,000.00).

SIXTH:The name and place of residence of each of the incorporators is as follows:

NAME	RESIDENCE
Charles N. Caldwell	160 Broadway, New York 38, N.Y.
Garvin P. Kiernan	160 Broadway, New York 38, N.Y.
Roswell F. Young	160 Broadway, New York 38, N.Y.

SEVENTH:The corporation is to have perpetual existence.

EIGHTH:The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

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NINTH:The following provisions are inserted for the management of the business and for the conduct of the affairs of this corporation, and for further definition, limitation and regulation of the powers of this corporation and of its directors and stockholders:

(1)The number of directors of the corporation shall be such as from time to time shall be fixed by, or in the manner provided in the by-laws, but shall not be less than three.  Election of directors need not be by ballot unless the by-laws so provide.

(2)Subject to by-laws adopted by the stockholders, the Board of Directors may make and amend by-laws.

(3)The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the corporation and upon all the stockholders, as though it has been approved or ratified by every stockholder of the corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

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(4)In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this certificate, and to any by-laws from time to time made by the stockholders; provided, however, that no by-law so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

TENTH:No contract or other transaction between the corporation and any other corporation shall be affected or invalidated by the fact that any one or more of the directors of this corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, and any director or directors, individually or jointly may be a party or parties to or may be interested in any contract or transaction of this corporation or in which this corporation is interested; and no contract, act or transaction of this corporation with any person or persons, firm or association, shall be affected or invalidated by the fact that any director or directors of this corporation is a party, or are parties to, or interested in, such contract, act or transaction, or in any way connected with such person or persons, firm or association, and each and every person who may become a director of this corporation is hereby relieved from any liability that might

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otherwise exist from contracting with the corporation for the benefit of himself or any firm or corporation in which he may be in any wise interested.

ELEVENTH:Any person made a party to any civil or criminal action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of this corporation or of any corporation which he served as such at the request of this corporation, shall be indemnified by the corporation against the reasonable expenses, including, without limitation, attorneys’ fees and amounts paid in satisfaction of judgment or in settlement, other than amounts paid to the corporation by him, actually and necessarily incurred by or imposed upon him in connection with, or resulting from the defense of such civil or criminal action, suit or proceeding, or in connection with or resulting from any appeal therein, except in relation to matters as to which it shall be adjudged in such civil or criminal action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.  In the case of a criminal action, suit or proceeding, a conviction (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not of itself be deemed an adjudication that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.  Any amount payable pursuant to this article may be determined and paid, at the option of the person to be indemnified, pursuant to procedure set forth from time to time

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in the by-laws or by any of the following procedures: (a) order of the court having jurisdiction of any such civil or criminal action, suit or proceeding, (b) resolution adopted by a majority of a quorum of the Board of Directors of the corporation without counting in such majority or quorum any interested director, (c) resolution adopted by the holders of record of a majority of the outstanding shares of capital stock of the corporation having voting power, or (d) order of any court having jurisdiction over the corporation.  Such right of indemnification shall not be exclusive of any other right which such officers, directors and employees of the corporation, and the other persons above mentioned, may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any by-law, agreement, vote of stockholders, provisions of law or otherwise, as well as their rights under this Article.

TWELFTH:The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

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IN WITNESS WHEREOF, we have hereunto set our hands and seals the 27^th day of August, 1954.

In the presence of:

Edith Singer
	Charles N. Caldwell	(L.S.)
	Garvin P. Kiernan	(L.S.)
	Roswell F. Young	(L.S.)

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EX-3.32

Exhibit 3.32

BY - LAWS

OF

FOSTER WHEELER INTERNATIONAL CORPORATION

*  *  *  *  *  *

ARTICLE I

OFFICES

SECTION 1.PRINCIPAL OFFICE. —The principal office shall be established and maintained at the office of the United States Corporation Company, in the City of Dover, in the County of Kent, in the State of Delaware, and said corporation shall be the resident agent of this corporation in charge thereof.

SECTION 2.OTHER OFFICES. —The corporation may have other offices, either within or outside of the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.PLACE OF MEETINGS. —The annual meeting of stockholders shall be held in the City of New York, New York, at the place therein determined by the directors and set forth in the notice thereof, but other meetings of the stockholders may be held at such place or places as shall be fixed by the directors and stated in the notice of the meeting.

SECTION 2.ANNUAL ELECTION OF DIRECTORS. —The Annual Meeting of Stockholders for the election of directors and the transaction of other business shall be held, in each year, commencing in 1962, on the Wednesday following the last Monday in April.

If this date shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

No change of the time or place of a meeting for the election of directors, as fixed by the By-Laws, shall be made within sixty days next before the day on which such election is to be held.  In case of any change in such time or place for such election of directors, notice thereof shall be given to

Amended Special
Directors Meeting
of September 29, 1969

/s/ [ILLEGIBLE]

each stockholder entitled to vote, in person, or by letter mailed to his last known post office address, twenty days before the election is held.

SECTION 3.VOTING. —Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  After the first election of directors, except where the transfer books of the corporation shall have been closed or a date shall have been fixed as the record date for the determination of its stockholders entitled to vote, no share of stock shall be voted on at any election for directors which shall have been transferred on the books of the corporation within twenty days next preceding such election.  Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the residence of each, and the number of voting shares held by each, shall be prepared by the Secretary and filed in the office where the election is to be held, at least ten days before every election, and shall at all times during the usual hours for business, and during the whole time of said election, be open to examination of any stockholder.

SECTION 4.QUORUM. —Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.SPECIAL MEETINGS. —Special meetings of the stockholders for any purpose or purposes may be called by the

President or Secretary, and shall be called upon a requisition in writing therefor, stating the purpose or purposes thereof, delivered to the President or Secretary, signed by a majority of the directors or by twenty-five per cent, in interest of the stockholders entitled to vote, or by resolution of the directors.

SECTION 6.NOTICE OF MEETINGS.—Written or printed notice, stating the place and time of the meeting, and the general nature of the business to be considered, shall be given by the Secretary to each stockholder entitled to vote thereat at his last known post-office address, at least ten days before the meeting in the case of an annual meeting and five days before the meeting in the case of a special meeting.

No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 7.ACTION WITHOUT MEETING. —Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

ARTICLE III

DIRECTORS

SECTION 1.NUMBER AND TERM:— The number of directors shall be fixed by the directors, but shall not exceed sixteen (16).  The directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify.  Directors need not be stockholders.

The number of Directors of the Corporation shall be fixed at five (5).

Amended at BOD
Meeting 10/22/97

SECTION 2.RESIGNATIONS. —Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES. —If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.REMOVAL. —Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose.

SECTION 5.INCREASE OF NUMBER. —The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.POWERS. —The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation, or by these By-Laws conferred upon or reserved to the stockholders.

SECTION 7.COMMITTEES. —The Board of Directors may, by resolution or resolutions, passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided in said resolution or resolutions or in these By-Laws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it.  Such committee or committees shall have such name or names as may be stated in these By-Laws or as may be determined from time to time by resolution adopted by the Board of Directors.  The committees shall keep regular minutes of their proceedings and report the same to the board when required.

SECTION 8.MEETINGS. —The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent in writing of all the directors.

Regular Meetings of the Board shall be held quarterly on the date fixed by the Board.

Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors on at least two days’ notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

Amended at Meeting
of the Directors
Oct. 31, 1960

/s/ [ILLEGIBLE]

SECTION 9.QUORUM. —A majority of the directors shall constitute a quorum for the transaction of business.  If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION 10.         COMPENSATION. —Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

ARTICLE IV

OFFICERS

SECTION 1.OFFICERS. —The officers of the corporation shall be a Chairman of the Board of Directors, a President, one or more Vice Presidents, a Treasurer, and a Secretary, and such Assistant Treasurers and Assistant Secretaries as the Board of Directors may deem proper.  All of such officers shall be elected by the Board of Directors.  None of the Officers except the Chairman of the Board of Directors and the President, need be directors.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  Any two offices, other than those of President and Vice-President, may be held by the same person.  More than two offices, other than those of President and Secretary, may be held by the same person.

SECTION 2.OTHER OFFICERS AND AGENTS. —The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.CHAIRMAN. —The Chairman of the Board of Directors shall be the chief executive officer of the Corporation and shall have general supervision and management of the affairs of the Corporation.  He shall preside at meetings of the Board of Directors and of the Stockholders.

SECTION 4.PRESIDENT. —The President shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  He shall devote his particular attention to coordinating the world-wide activities of the Corporation and shall perform such other duties as the Board of Directors may prescribe.  In the absence or disability of the Chairman of the Board, he shall exercise all the powers and discharge all the duties of that office.

SECTION 5.VICE-PRESIDENT. —Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the Directors.

SECTION 6.TREASURER. —The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, the Chairman, or the President, taking proper vouchers for such disbursements.  He shall render to the Chairman and Board of Directors, at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe.

SECTION 7.SECRETARY. —The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the Chairman.  He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the Chairman or the President, and attest the same.

SECTION 8.ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. —Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

MISCELLANEOUS

SECTION 1.CERTIFICATES OF STOCK. —Certificates of stock, numbered and with the seal of the corporation affixed,

signed by the Chairman, the President or Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation.  When such certificates are signed by a transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of the corporation and a registrar, the signatures of such officers may be facsimiles.

SECTION 2.LOST CERTIFICATES. —A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.TRANSFER OF SHARES. —The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer, and a duplicate thereof mailed to the Delaware office, and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.CLOSING OF TRANSFER BOOKS. —The Board of Directors shall have power to close the stock transfer books of the corporation for a period not exceeding fifty days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding fifty days preceding the date of any meeting of stockholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividends or to any such allotment of rights or to exercise the rights in respect of any such change, conversion

or exchange of capital stock, and in such case such stockholders only as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend or to receive such allotment of rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

SECTION 5.DIVIDENDS. —Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.  Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.SEAL. —The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.FISCAL YEAR. —The fiscal year of the corporation shall be the calendar year.

SECTION 8.CHECKS. —All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.NOTICE AND WAIVER OF NOTICE. —Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper, addressed to the person entitled thereto at his last known post-office address, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

INDEMNIFICATION

Any person made a party to any civil or criminal action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of this corporation or of any corporation which he served as such at the request of this corporation shall be indemnified by the corporation against the reasonable expenses, including, without limitation, attorneys’ fees and amounts paid in satisfaction of judgment or in settlement, other than amounts paid to the corporation by him, actually and necessarily incurred by or imposed upon him in connection with, or resulting from the defense of such civil or criminal action, suit or proceeding, or in connection with or resulting from any appeal therein, except in relation to matters as to which it shall be adjudged in such civil or criminal action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.  In the case of a criminal action, suit or proceeding, a conviction (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not of itself be deemed an adjudication that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.  Any amount payable pursuant to this article may be determined and paid, at the option of the person to be indemnified, pursuant to procedure set forth from time to time in the By-Laws or by any of the following procedures: (a) order of the court having jurisdiction of any such civil or criminal action, suit or proceeding, (b) resolution adopted by a majority of a quorum of the Board of Directors of the corporation without counting in such majority or quorum any interested director, (c) resolution adopted by the holders of record of a majority of the outstanding shares of capital stock of the corporation having voting power, or (d) order of any court having jurisdiction over the corporation.  Such right of indemnification shall not be exclusive of any other right which such officers, directors and employees of the corporation, and the other persons above mentioned, may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any charter provision, by-law, agreement, vote of stockholders, provisions of law or otherwise, as well as their rights under this Article.

ARTICLE VII

AMENDMENTS

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or

repeal or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws to be made, be contained in the Notice of such Special Meeting.

EX-3.33

Exhibit 3.33

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER INTERNATIONAL HOLDINGS, INC.

I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, as from time to time amended, do hereby certify as follows:

FIRST:  The name of the Corporation is

FOSTER WHEELER INTERNATIONAL HOLDINGS, INC.

SECOND:  The registered office of the Corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, 19808.  The name of its registered agent in the State of Delaware at such address is Corporation Service Company.

THIRD:  The purpose of the Corporation is to engage, directly or indirectly, in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as from time to time in effect.

FOURTH:  The total authorized capital stock of the Corporation shall be 1,000 shares of Common Stock, all of which are without par value.

FIFTH:  The name and mailing address of the incorporator is as follows:

Name	Mailing Address
John A. Doyle, Jr.	Perryville Corporate Park Clinton, New Jersey 08809

SIXTH:  The business of the Corporation shall be managed under the direction of the Board of Directors except as otherwise provided by law.  The number of Directors of the Corporation shall be fixed from time to time by,or in the manner provided in, the By-Laws.  Election of Directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

SEVENTH:  The Board of Directors may make, alter or repeal the By-Laws of the Corporation except as otherwise provided in the By-Laws adopted by the Corporation’s stockholders.

EIGHTH:  The Directors of the Corporation shall be protected from personal liability, through indemnification or otherwise, to the fullest extent permitted under the General Corporation Law of the State of Delaware as from time to time in effect.

1.     A Director of the Corporation shall under no circumstances have any personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director except for those breaches and acts or omissions with respect to which the General Corporation Law of the State of Delaware, as from time to time amended, expressly provides that this provision shall not eliminate or limit such personal liability of Directors.  Neither the modification or repeal of this paragraph 1 of Article EIGHTH nor any amendment to said General Corporation Law that does not have retroactive application shall limit the right of Directors hereunder to exculpation from personal liability for any act or omission occurring prior to such amendment, modification or repeal.

2.     The Corporation shall indemnify each Director and Officer of the Corporation to the fullest extent permitted by applicable law, except as may be otherwise provided in the Corporation’s By-Laws, and in furtherance hereof the Board of Directors is expressly authorized to amend the Corporation’s By-Laws from time to time to give full effect hereto, notwithstanding possible self interest of the Directors in the action being taken.  Neither the modification or repeal of this paragraph 2 of Article EIGHTH nor any amendment to the General Corporation Law of the State of Delaware that does not have retroactive application shall limit the right of Directors and Officers to indemnification hereunder with respect to any act or omission occurring prior to such modification, amendment or repeal.

NINTH:  The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of March, 2001.

/s/ John A. Doyle, Jr.

John A. Doyle, Jr.

Incorporator

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EX-3.34

Exhibit 3.34

BY-LAWS

OF

FOSTER WHEELER INTERNATIONAL HOLDINGS, INC.

ARTICLE I

STOCKHOLDERS

Section 1.  Annual Meeting.  The annual meeting of the stockholders of the Corporation shall be held either within or without the State of Delaware, at such place as the Board of Directors may designate in the call or in a waiver of notice thereof, on such date as the Board of Directors shall determine for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

Section 2.  Special Meetings.  Special Meetings of the stockholders may be called by the Board of Directors or by the President, and shall be called by the President or by the Secretary upon the written request of the holders of record of at least twenty-five per cent (25%) of the shares of stock of the Corporation, issued and outstanding and entitled to vote, at such times and at such place either within or without the State of Delaware as may be stated in the call or in a waiver of notice thereof.

Section 3.  Notice of Meetings.  Notice of the time, place and purpose of every meeting of stockholders shall be delivered personally or mailed not less than ten days nor more than sixty days previous thereto to each stockholder of record entitled to vote, at such stockholder’s post office address appearing upon the records of the Corporation or at such other address as shall be furnished in writing by him or her to the Corporation for such purpose.  Such further notice shall be given as may be required by law or by these By-Laws.  Any meeting may be held without notice if all stockholders entitled to vote are present in person or by proxy, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 4.  Quorum.  The holders of record of at least a majority of the shares of the stock of the Corporation, issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law or by these By-Laws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained.

Section 5.  Organization of Meetings.  Meetings of the stockholders shall be presided over by the Chairman of the Board, if there be one, or if the Chairman of the Board is not present by the President, or if the President is not present, by a chairman to be chosen at the meeting.  The Secretary of the Corporation, or in the Secretary of the Corporation’s absence, an Assistant Secretary, shall act as Secretary of the meeting, if present.

Section 6.  Voting.  At each meeting of stockholders, except as otherwise provided by statute or the Certificate of Incorporation, every holder of record of stock entitled to vote shall be entitled to one vote in person or by proxy for each share of such stock standing in his or her name on the records of the Corporation.  Elections of directors shall be determined by a plurality of the votes cast and, except as otherwise provided by statute, the Certificate of Incorporation, or these By-Laws, all other action shall be determined by a majority of the votes cast at such meeting.  Each proxy to vote shall be in writing and signed by the stockholder or by such stockholder’s duly authorized attorney.  In the election of Directors, and for any other action, voting need not be by ballot.

A complete list of the stockholders entitled to vote at each such meeting, arranged in alphabetical order, with the address of each, and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary and shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 7.  Inspectors of Election.  The Board of Directors in advance of any meeting of stockholders may appoint one or more Inspectors of Election to act at the meeting or any adjournment thereof.  If Inspectors of Election are not so appointed, the chairman of the meeting may, and on the request of any stockholder entitled to vote shall, appoint one or more Inspectors of Election.  Each Inspector of Election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of Inspector of Election at such meeting with strict impartiality and according to the best of his or her ability.  If appointed, Inspectors of Election shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

Section 8.  Action by Consent.  Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by the holders of record of shares of the stock of the Corporation, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

DIRECTORS

Section 1.  Number, Quorum, Term, Vacancies, Removal.  The Board of Directors of the Corporation shall consist of one (1) or more persons.  The number of directors may be changed by a resolution passed by a majority of the whole Board or by a vote of the holders of record of at least a majority of the shares of stock of the Corporation, issued and outstanding and entitled to vote.

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A majority of the members of the Board of Directors then holding office (but not less than one-third of the total number of directors nor less than two directors) shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained.

At the request of the Chairman or President any one or more of the Board or any Committee thereof may participate for quorum purposes in any meeting, of such Board or Committee by means of conference telephone, video conferencing or similar electronic communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence at the meeting.

Directors shall hold office until the next annual election and until their successors shall have been elected and shall have qualified, unless sooner displaced.

Whenever any vacancy shall have occurred in the Board of Directors, by reason of death, resignation, or otherwise, other than removal of a director with or without cause by a vote of the stockholders, it shall be filled by a majority of the remaining directors, though less than a quorum (except as otherwise provided by law), or by the stockholders, and the person so chosen shall hold office until the next annual election and until a successor is duly elected and has qualified.

Any one or more of the directors of the Corporation may be removed either with or without cause at any time by a vote of the holders of record of at least a majority of the shares of stock of the Corporation, issued and outstanding and entitled to vote, and thereupon the term of the director or directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, to be filled by a vote of the stockholders as provided in these By-Laws.

Section 2.  Meetings, Notice.  Meetings of the Board of Directors shall be held at such place either within or without the State of Delaware, as may from time to time be fixed by the Board, or as may be specified in the call or in a waiver of notice thereof.  Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by the Board, and special meetings may be held at any time upon the call of two directors, the Chairman of the Board, if one be elected, or the President, by oral, telegraphic or written notice, duly served on or sent or mailed to each director in sufficient time for the convenient assembly of the Directors thereat.  A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place at which such meeting was held.  Notice need not be given of regular meetings of the Board.  Any meeting may be held without notice, if all directors are present, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 3.  Committees.  The Board of Directors may, in its discretion, by resolution passed by a majority of the whole Board, designate from among its members one or more committees, which shall consist of two or more directors.  The Board may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of the committee.  Such committees shall have and may

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exercise such powers as shall be conferred or authorized by the resolution appointing them.  A majority of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide.  The Board shall have power at any time to change the membership of any such committee, to fill vacancies in it, or to dissolve it.

Section 4.  Action by Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent or consents thereto is signed by all members of the Board, or of such committee as the case may be, and such written consent or consents is filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

Section 1.  Election of Officers.  The officers of the Corporation, who shall be chosen by the Board of Directors at its first meeting after each annual meeting of stockholders, shall be a President, a Treasurer and a Secretary.  The Board of Directors from time to time may elect a Chairman of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents with such titles as the resolution of the Board of Directors choosing them shall designate and whom it shall deem necessary, who shall exercise such powers and perform such duties as prescribed by the Board of Directors.  Any number of offices may be held by the same person.

Section 2.  Terms of Office.  Unless otherwise provided in the resolution choosing such officer, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor shall have been chosen and qualified.

Section 3.  Removal.  Any officer may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors.

Section 4.  Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary.  Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.  Vacancies.  If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the directors may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

Section 6.  Chairman of the Board.  The Chairman of the Board of Directors, if one were elected, shall preside at all meetings of the Board of Directors and of the stockholders.

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The Chairman shall have and perform such other duties as from time to time may be assigned to the Chairman by the Board of Directors.

Section 7.  President.  The President shall be the chief operating officer of the Corporation and, in the absence of the Chairman, shall preside at all meetings of the Board of Directors, and of the stockholders.  The President shall exercise the powers and perform all functions and duties incidental to the chief operating officer and, subject to the control of the Board of Directors, shall have general management and control of the affairs and business of the Corporation.  The President shall have additional powers and duties as may from time to time be assigned by the Board of Directors.

Section 8.  Vice Presidents.  If chosen, Vice Presidents shall have such powers and perform such duties as may be assigned by the Chairman of the Board, President or the Board of Directors.  The Board of Directors in its discretion may assign to the titles of individual Vice Presidents terms such as “executive”, “senior”, or “special” or others indicative of levels or areas of responsibility.

Section 9.  Secretary.  The Secretary shall record or cause to be recorded in the books provided for that purpose the minutes of the meetings of the shareholders, the Board of Directors, and all committees of which a secretary shall have been appointed.  The Secretary shall be responsible for keeping the list of shareholders, and shall give or cause to be given notice of all meetings of shareholders, directors and committees.  The Secretary shall have custody of the seal of the corporation and shall perform such other duties as may from time to time be assigned by the Chairman of the Board, President of the Board of Directors.  The Secretary shall perform all duties incident to the office of the Secretary.

Section 10.  Assistant Secretaries.  The Board of Directors may from time to time appoint additional Assistant Secretaries.  In the event of absence or disability of the Secretary, an Assistant Secretary shall exercise all duties and powers of the Secretary.

Section 10.  Treasurer.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation and shall deposit all such funds to the credit of the Corporation in such depositories as may be designated form time to time by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may from time to time be ordered by the Chairman of the Board, the President or the Board of Directors.  The Treasurer shall render to the Chairman of the Board, President or the Board of Directors and shareholders upon request an account of all his transactions as Treasurer

Section 11.  Assistant Treasurers.  The Board of Directors may from time to time appoint additional Assistant Treasurers.  In the event of absence or disability of the Treasurer, an Assistant Treasurer shall exercise all duties and powers of the Treasurer.

Section 12.  Controller.  The Board of Directors may appoint a Controller who shall maintain adequate records of all assets, liabilities and transactions of the Corporation.  The Controller shall render financial and accounting reports and audits as required by the Chairman of the Board, the President, or the board of Directors as necessary to the proper conduct of business.

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Section 13.  Assistant Controllers.  The Board of Directors may from time to time appoint additional Assistant Controllers.  In the event of absence or disability of the Controller, an Assistant Controller shall exercise all duties and powers of the Controller.

Section 14.  Director of Tax.  The Board of Directors may appoint aDirector of Tax who shall be responsible for the preparation, signature, filing, execution and communication with government agencies or other parties relating to all tax matters including tax returns, annual reports, consents, waivers and any other documents necessary for tax planning and compliance and to perform and supervise any and all other matters related to taxes for the taxpayer corporation.

Section 15.  Duties of Officers May Be Delegated.  In case of the absence or disability of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director.

ARTICLE IV

INDEMNIFICATION

Section 1.  Indemnity.  The corporation shall indemnify its directors and officers to the fullest extent allowed by law, provided, however, that it shall be within the discretion of the Board of Directors whether to advance any funds in advance of disposition of any action, suit or proceeding, and provided further that nothing in this section 1 shall be deemed to obviate the necessity of the Board of Directors to make any determination that indemnification of the director or officer is proper under the circumstances because he or she has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145 of the Delaware General Corporation Law.

Section 2.  Invalidity of Any Provisions of This Article.  The invalidity or unenforceability of any provision of this Article shall not affect the validity or enforceability of the remaining provisions of this Article.

ARTICLE V

CAPITAL STOCK

Section 1.  Certificates.  The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe.  The certificates of stock shall be signed by the President or a Vice President and by the Secretary, or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed with the seal of the Corporation or a facsimile thereof, and countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe.  Where any such certificate is countersigned by a transfer agent other than the Corporation or its employee, or registered by a registrar other than the Corporation or its employee, the signature of any such officer may be a facsimile signature.  In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death,

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resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 2.  Transfer.  The shares of stock of the Corporation shall be transferred only upon the books of the Corporation by the holder thereof in person or by his or her attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

Section 3.  Record Dates.  The Board of Directors may fix in advance a date, not less than ten nor more than sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the distribution or allotment of any rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to receive any distribution or allotment of such rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such distribution or allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 4.  Lost Certificates.  In the event that any certificate of stock is lost, stolen, destroyed or mutilated, the Corporation may issue a new certificate of the same tenor and for the same number of shares in lieu thereof.  The Corporation may in its discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate, or the legal representative of the owner to make an affidavit or affirmation setting forth such facts as to the loss, destruction or mutilation as it deems necessary, and to give the Corporation a bond in such reasonable sum as it directs to indemnify the Corporation.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 1.  Offices.  The registered office of the Corporation shall be located at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808 and Corporation Service Company shall be the registered agent of this Corporation in charge thereof.  The Corporation may have other offices either within or without the State of Delaware at such places as shall be determined from time to time by the Board of Directors or the business of the Corporation may require.

Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.

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Section 3.  Corporate Seal.  The seal of the Corporation shall be circular in form and contain the name of the Corporation, and the year and state of its incorporation.  Such seal may be altered from time to time at the discretion of the Board of Directors.

Section 4.  Books.  There shall be kept at such office of the Corporation as the Board of Directors shall determine, within or without the State of Delaware, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board of Directors and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board of Directors may from time to time determine.

Section 5.  Voting of Stock.  Unless otherwise specifically authorized by the Board of Directors, all stock owned by the Corporation, other than stock of the Corporation, shall be voted, in person or by proxy, by the President or the Secretary of the Corporation on behalf of the Corporation.

ARTICLE VII

AMENDMENTS

Section 1.  Amendments.  The vote of the holders of at least a majority of the shares of stock of the Corporation, issued and outstanding and entitled to vote, shall be necessary at any meeting of stockholders to amend or repeal these By-Laws or to adopt new by-laws.  These By-Laws may also be amended or repealed, or new by-laws adopted, at any meeting of the Board of Directors by the vote of at least a majority of the entire Board; provided that any by-law adopted by the Board may be amended or repealed by the stockholders in the manner set forth above.

Any proposal to amend or repeal these By-Laws or to adopt new by-laws shall be stated in the notice of the meeting of the Board of Directors or the stockholders, or in the waiver of notice thereof, as the case may be, unless all of the directors or the holders of record of all of the shares of stock of the Corporation, issued and outstanding and entitled to vote, are present at such meeting.

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EX-3.35

Exhibit 3.35

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER ENERGY INTERNATIONAL, INC.
(a Delaware corporation)

It is hereby certified that:

1.The name of thecorporation (hereinafter calledthe “Corporation”) is FOSTER WHEELER ENERGY INTERNATIONAL, INC.

2.TheCertificate of Incorporation of the Corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article FIRST:

“FIRST:  The name of the Corporation (hereinafter called the “corporation”) is FOSTER WHEELER POWER GROUP, INC.”

3.The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Signed on December 12, 2001.
	/s/ Lisa Fries Gardner
	Lisa Fries Gardner
	Secretary

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER ENERGY INTERNATIONAL, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST:  The name of the corporation (hereinafter called the “corporation”) is FOSTER WHEELER ENERGY INTERNATIONAL, INC.

SECOND:  The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover 19901, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:  The total number of shares of stock which the corporation shall have authority to issue is one thousand, all of which are without par value.  All such shares are of one class and are shares of Common Stock.

FIFTH:  The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
Anna Shvab	15 Columbus Circle
	New York, N.Y.  10023-7773

SIXTH:  The corporation is to have perpetual existence.

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SEVENTH:  Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH:  For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1.The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors.  The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws.  The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies.  No election of directors need be by written ballot.

2.After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the

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corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3.Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders.  Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH:  The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

TENTH:  The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ELEVENTH:  From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Signed on December 9, 1992
	/s/ Anna Shvab
	Incorporator

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EX-3.36

Exhibit 3.36

BYLAWS

OF
FOSTER WHEELER POWER GROUP, INC. (F/K/A

FOSTER WHEELER ENERGY INTERNATIONAL, INC.)

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1.CERTIFICATES REPRESENTING STOCK.  Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation.  Any or all the signatures on any such certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law.  Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2.UNCERTIFICATED SHARES.  Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by

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resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares.  Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

3.FRACTIONAL SHARE INTERESTS.  The corporation may, but shall not be required to, issue fractions of a share.  If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share.  A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation.  The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4.STOCK TRANSFERS.  Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

5.RECORD DATE FOR STOCKHOLDERS.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of

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stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.  In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.  In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6.MEANING OF CERTAIN TERMS.  As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more

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of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

7.STOCKHOLDER MEETINGS.

• TIME.  The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting.  A special meeting shall be held on the date and at the time fixed by the directors.

• PLACE.  Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix.  Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

• CALL.  Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

• NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined.  The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes.  The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called.  The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law.  Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation.  Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail.  If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for

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the adjourned meeting.  Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein.  Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

• STOCKHOLDER LIST.  The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

• CONDUCT OF MEETING.  Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders.  The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

• PROXY REPRESENTATION.  Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting.  Every proxy must be signed by the stockholder or by his attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be

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made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

• INSPECTORS.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability.  The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them.  Except as otherwise required by subsection (e) of Section 231 of the General Corporation Law, the provisions of that Section shall not apply to the corporation.

• QUORUM.  The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business.  The stockholders present may adjourn the meeting despite the absence of a quorum.

• VOTING.  Each share of stock shall entitle the holder thereof to one vote.  Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.  Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws.  In the election of directors, and for any other action, voting need not be by ballot.

8.STOCKHOLDER ACTION WITHOUT MEETINGS.  Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be

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necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

1.FUNCTIONS AND DEFINITION.  The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation.  The Board of Directors shall have the authority to fix the compensation of the members thereof.  The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2.QUALIFICATIONS AND NUMBER.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware.  The initial Board of Directors shall consist of five persons.  Thereafter the number of directors constituting the whole board shall be at least one.  Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be seven (7) 5/10/2000.  The number of directors may be increased or decreased by action of the stockholders or of the directors.

3.ELECTION AND TERM.  The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.  Any director may resign at any time upon written notice to the corporation.  Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.  Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

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4.MEETINGS.

• TIME.  Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

• PLACE.  Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

• CALL.  No call shall be required for regular meetings for which the time and place have been fixed.  Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

• NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be required for regular meetings for which the time and place have been fixed.  Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat.  Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein.  Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

• QUORUM AND ACTION.  A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board.  A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place.  Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.  The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

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•CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and if present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5.REMOVAL OF DIRECTORS.  Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6.COMMITTEES.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

7.WRITTEN ACTION.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate.  Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or

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Vice-Chairman of the Board, if any, need be a director.  Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith.  The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him.  Any officer may be removed, with or without cause, by the Board of Directors.  Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

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I HEREBY CERTIFYthat the foregoing is a full, true, and correct copy of the Bylaws of FOSTER WHEELER ENERGY INTERNATIONAL, INC., a Delaware corporation, as in effect on the date hereof.

Dated:
	Secretary of
	FOSTER WHEELER ENERGY INTERNATIONAL, INC.
(SEAL)

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EX-3.37

Exhibit 3.37

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER POWER SYSTEMS, INC.

I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST:  The name of the corporation is
FOSTER WHEELER POWER SYSTEMS, INC.

SECOND:  Its registered office is to be located at 306 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its registered agent at that address is the United States Corporation Company.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which the corporation is authorized to issue is one thousand (1,000), all of which are without par value.

FIFTH:  The name and address of the single incorporator are

Thomas G. Hennelly 70 Pine Street, New York, N.Y. 10005

SIXTH:  The By-Laws of the corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders.  Elections of directors need not be by ballot unless the By-Laws so provide.

SEVENTH:  The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

EIGHTH:  The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand and seal, the 19th day of September, 1979.

THOMAS G. HENNELLY	(L.S.)
Thomas G. Hennelly

EX-3.38

Exhibit 3.38

BY-LAWS

OF

FOSTER WHEELER POWER SYSTEMS, INC.

ARTICLE I

OFFICES

SECTION 1.REGISTERED OFFICE. —The registered office shall be established and maintained at the office of the United States Corporation Company, in the City of Dover, in the County of Kent, in the State of Delaware, and said corporation shall be the registered agent of this corporation in charge thereof.

SECTION 2.OTHER OFFICES. —The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.ANNUAL MEETINGS. —Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on the last Thursday of March.

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.OTHER MEETINGS. —Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.VOTING. —Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 4.QUORUM. —Except as otherwise required by Law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.SPECIAL MEETINGS. —Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary, or by resolution of the directors.

SECTION 6.NOTICE OF MEETINGS. —Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than sixty days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 7.ACTION WITHOUT MEETING. —Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1.NUMBER AND TERM. —The number of directors shall be four (4).  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify.  Directors need not be stockholders.

SECTION 2.RESIGNATIONS. —Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES. —If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.REMOVAL. —Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

Unless the Certificate of Incorporation otherwise provides, stockholders may effect removal of a director who is a member of a classified Board of Directors only for cause.  If the Certificate of Incorporation provides for cumulative voting and if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to

elect him if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

If the holders of any class or series are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, these provisions shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

SECTION 5.INCREASE OF NUMBER.—The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.POWERS.—The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-Laws conferred upon or reserved to the stockholders.

SECTION 7.COMMITTEES.—The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation.  The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the By-Laws of the corporation; and, unless the resolution, these By-Laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

SECTION 8.MEETINGS.—  The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent in writing of all the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors on at least two day’s notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 9.QUORUM.—A majority of the directors shall constitute a quorum for the transaction of business.  If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION 10.COMPENSATION.—Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 11.ACTION WITHOUT MEETING.—Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

SECTION 1.OFFICERS.—The officers of the corporation shall be a Chairman, a President, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  More than two offices may be held by the same person.

SECTION 2.OTHER OFFICERS AND AGENTS.—The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.CHAIRMAN.—The Chairman of the Board of Directors shall be the chief executive officer of the corporation and shall have the general powers and duties usually vested in the office of the chief executive officer of a corporation.  He shall preside at all meetings of the Board of Directors and shareholders and shall have general supervision, direction and control of the business of the corporation.

SECTION 4.PRESIDENT.—The President shall be the chief operating and administrative officer and he shall have and perform such duties as from time to time may be assigned to him by the Board of Directors.  Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.VICE-PRESIDENT.—Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.TREASURER.—The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and

other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7.SECRETARY.—The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President.  He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

SECTION 8.ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.—Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

MISCELLANEOUS

SECTION 1.CERTIFICATES OF STOCK.—Certificate of stock, signed by the Chairman of the Board of Directors, the President or a Vice-President, and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation.  Any of or all the signatures may be facsimiles.

SECTION 2.LOST CERTIFICATES.—A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding

double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.TRANSFER OF SHARES.—The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.STOCKHOLDERS RECORD DATE.—In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.DIVIDENDS.— Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.  Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.SEAL. — The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE”.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.FISCAL YEAR.—The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 8.CHECKS.—All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.NOTICE AND WAIVER OF NOTICE.—Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special meeting.

EX-3.39

Exhibit 3.39

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

PYROPOWER CORPORATION

Under Section 805 of the Business Corporation Law

WE, THE UNDERSIGNED, the President and Assistant Secretary of PYROPOWER CORPORATION hereby certify:

1.The name of the corporation is Pyropower Corporation.

2.The Certificate of Incorporation was filed by the Department of State on August 21, 1980.  The Restated Certificate of Incorporation was filed by the Department of State on December 31, 1982.

3.The Restated Certificate of Incorporation is amended to change the name of the corporation and Article “1” of the Restated Certificate of Incorporation is amended to read as follows:

“(1)         The name of the Corporation is Foster Wheeler Pyropower, Inc.”

4.This amendment was authorized by the unanimous written consent of the Board of Directors of said corporation on October 10, 1995, followed by the unanimous written consent of all shareholders to this amendment on October 10,1995.

IN WITNESS WHEREOF, we have signed this Certificate as of the date written below and we affirm the statements contained therein as true under penalties of perjury.

Dated:  October 11, 1995

/s/ Denis J. Bell	/s/ John A. Doyle
Denis J. Bell, President	John A. Doyle, Jr., Assistant Secretary

CERTIFICATE OF AMENDMENT OF
THE CERTIFICATE OF INCORPORATION OF

PYROPOWER CORPORATION

Under Section 805 of the Business Corporation Law

We, the undersigned, the President and Secretary, respectively of PYROPOWER CORPORATION, hereby certify:

1.The name of the corporation is PYROPOWER CORPORATION.

2.The certificate of incorporation was filed by the Department of State on August 21, 1980.

3.The certificate of incorporation is amended to increase the number of shares of authorized common stock with a par value of $1.00 to 100,000 shares and Article “FOURTH” of the certificate of incorporation is amended to read:

“FOURTH:The aggregate number of shares which the corporation shall have the authority to issue is 100,000 shares of common stock of $1.00 par value.”

4.This amendment was authorized by unanimous vote of the Board of Directors at a meeting held on December 21, 1993 followed by the unanimous written consent of all shareholders on December 21, 1993.

IN WITNESS WHEREOF, we have signed this certificate as of the date noted below.

/s/ Gregory W. Daul	/s/ Joseph A. Lestyk
GREGORY W. DAUL, President	JOSEPH A. LESTYK, Secretary
Dated:  December 21, 1993	Dated:  December 21, 1993

STATE OF CALIFORNIA	)
	)  ss.
COUNTY OF SAN DIEGO	)

Joseph A. Lestyk, being duly sworn, deposes and says that he is one of the persons described in and who executed the foregoing Certificate and he has read the Certificate of Amendment and knows the contents thereof, and that the statements contained therein are true.

/s/ Joseph A. Lestyk

Joseph A. Lestyk, Secretary

Sworn to before me this

21^st day of December, 1993.

/s/ Nancy Fejer

Notary Public

CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF

PYROPOWER CORPORATION

Under Section 805 of the Business Corporation Law

We, the undersigned, the President and Secretary, respectively of PYROPOWER CORPORATION, hereby certify:

1.The name of the corporation is PYROPOWER CORPORATION.

2.The Certificate of Incorporation was filed by the Department of State on August 21, 1980.

4.The Certificate of Incorporation is amended to provide for the limitation of liability for the directors of the corporation.  Article “Sixth” is added to the Certificate of Incorporation and shall read as follows:

“Sixth:A director of the corporation shall not be held personally liable to the corporation or its shareholders for damages for any breach of duty as a director.  The personal liability of a director shall not be eliminated if a judgment or other final adjudication adverse to the director establishes that (i) his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or (iii) his acts violated §719 of the New York Business Corporation Law.”

5.This amendment was authorized by unanimous vote of the Board of Directors at a meeting duly called and held on January 15, 1988 followed by the unanimous written consent of all shareholders on January 15, 1988.

IN WITNESS WHEREOF, we have signed this certificate as of the date noted below.

/s/ Eric J. Oakes	/s/ J. Robert LaPann
ERIC J. OAKES, President	J. ROBERT LAPANN, Secretary
Dated:   February 16, 1988	Dated:   February 16, 1988

STATE OF NEW YORK	)
	)  ss.:
COUNTY OF WARREN	)

J. ROBERT LAPANN, being duly sworn, deposes and says that he is one of the persons described in and who executed the foregoing Certificate and he has read the Certificate of Amendment and knows the contents thereof, and that the statements contained therein are true.

/s/ J. Robert LaPann

J. ROBERT LAPANN, Secretary

Sworn to before me this

16^th day of February, 1988.

/s/ Suzanne McWhorter

Notary Public

SUZANNE McWHORTER

Notary Public, State of New York

Residing in Washington County

My Commission Expires Nov. 30, 1989

CERTIFICATE OF AMENDMENT OF
THE CERTIFICATE OF INCORPORATION OF

PYROPOWER CORPORATION

Under Section 805 of the Business Corporation Law

We, the undersigned, the Vice-President and Secretary, respectively of PYROPOWER CORPORATION, hereby certify:

1.The name of the corporation is PYROPOWER CORPORATION.

2.The certificate of incorporation was filed by the Department of State on August 21, 1980.

3.The certificate of incorporation is amended to increase the number of authorized common stock with a par value of $1.00 to 50,000 shares and Article “FOURTH” of the certificate of incorporation is amended to read:

“FOURTH:The aggregate number of shares which the corporation shall have the authority to issue is 50,000 shares of common stock of $1.00 par value.”

4.This amendment was authorized by unanimous written consent of the Board of Directors followed by the unanimous written consent of all stockholders.

IN WITNESS WHEREOF, we have signed this certificate as of the date noted below.

/s/ William J. Compas	/s/ J. Robert LaPann
WILLIAM J. COMPAS, Vice-President	J. ROBERT LAPANN, Secretary
Dated:   December 29, 1987	Dated:   December 30, 1987

STATE OF NEW YORK	)
	)  ss.:
COUNTY OF WARREN	)

J. ROBERT LAPANN, being duly sworn, deposes and says that he is one of the persons described in and who executed the foregoing certificate, that he has read the certificate of amendment and knows the contents thereof, and that the statements contained therein are true.

/s/ J. Robert LaPann

J. ROBERT LAPANN, Secretary

Sworn to before me this

30^th day of December, 1987.

/s/ Bruce G. Carr

NOTARY PUBLIC

BRUCE G. CARR
Notary Public - State of New York
Warren County - #4808919
Commission Expires October 31, 1988

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF

PYROPOWER CORPORATION

Under Section 805 of the Busines Corporation Law

We, the undersigned, the President and Secretary, respectively of Pyropower Corporation, hereby certify:

1.The name of the Corporation is Pyropower Corporation.

2.The Certificate of Incorporation was filed by the Department of State on August 21, 1980.

3.The Certificate of Incorporation is amended to cancel the 500 Class B non-voting common shares with a par value of $1.00, to increase the number of authorized Class A common shares with a par value of $1.00 to 25,000, hereinafter to be designated only as common stock, and Article 4 of the Certificate of Incorporation is amended to read:

“FOURTH:The aggregate number of shares which the Corporation shall have the authority to issue is 25,000 shares of common stock of $1.00 par value.”

4.This amendment was authorized by unanimous vote of the Board of Directors followed by the unanimous written consent of all stockholders.

IN WITNESS WHEREOF, we have signed this Certificate as of the dates noted below.

/s/ Eric J. Oakes	/s/ J. Robert LaPann
ERIC J. OAKES, President	J. ROBERT LaPANN, Secretary
Dated:  April 3, 1986	Dated:  April 3, 1986

STATE OF NEW YORK	)
	:ss:
COUNTY OF WARREN	)

J. Robert LaPann, being duly sworn, deposes and says that he is one of the persons described in and who executed the foregoing Certificate, that he has read the Certificate of Amendment and knows the contents thereof, and that the statements contained therein are true.

/s/ J. Robert LaPann

J. Robert LaPann, Secretary

Sworn to before me this

3^rd day of April, 1986

/s/ Suzanne McWhorter

Notary Public

SUZANNE McWHORTER
Notary Public, State of New York
Residing in Washington County
My Commission Expires March 30, 1987

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF

PYROPOWER CORPORATION

Under Section 805 of the Business Corporation Law

We, the undersigned, the President and Secretary, respectively of Pyropower Corporation, hereby certify:

1.The name of the Corporation is Pyropower Corporation.

2.The Certificate of Incorporation was filed by the Department of State on August 21, 1980.

3.The Restated Certificate of Incorporation was filed by the Department of State on December 31, 1982.

4.A Certificate of Change was filed by the Department of State on April 28, 1983.  A Certificate of Amendment was filed by the Department of State on May 15, 1984

5.The Restated Certificate of Incorporation is amended to increase the number of authorized common shares to 10,000 and Article 4 of the Restated Certificate of Incorporation is amended to read:

FOURTH:The aggregate number of shares which the Corporation shall have the authority to issue is 10,000 shares of $1 par value Class A shares which shall be designated as Common Stock, and 500 shares of $1 par value Class B shares, which shall be designated as non-voting Common Stock.  Each holder of record of Class A shares shall be entitled at all meetings of shareholders and in any other matter requiring a vote to one vote for each Class A share registered in his name upon the books of the Corporation.  Unless otherwise required by law, the holders of Class B shares shall not be entitled to vote.  Each and every Class A share and each and every Class B share shall be equal for purposes of participation in dividends or distributions of assets on liquidation.

6.This amendment was authorized by unanimous vote of the Board of Directors at the annual meeting on June 20, 1985 followed by the unanimous written consent of all shareholders on June 20, 1985.

IN WITNESS WHEREOF, we have signed this Certificate as of the dates noted below.

/s/ Eric J. Oakes		/s/ J. Robert LaPann
ERIC J. OAKES, President		J. ROBERT LaPANN, Secretary
Dated:	7/16/85	Dated:	7/17/85

STATE OF NEW YORK	)
	ss:
COUNTY OF WARREN	)

J. Robert LaPann, being duly sworn, deposes and says that he is one of the persons described in and who executed the foregoing Certificate, that he has read the Certificate of Amendment and knows the contents thereof, and that the statements contained therein are true.

/s/ J. Robert LaPann

J. Robert LaPann, Secretary

Sworn to before me this 17 day
of July, 1985.

/s/ Suzanne McWhorter

Notary Public

SUZANNE McWHORTER
Notary Public, State of New York
Residing in Washington County
My Commission Expires March 30, 1987

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

PYROPOWER CORPORATION

Under Section 805 of the Business Corporation Law

We, the undersigned, the President and Secretary, respectively of Pyropower Corporation, hereby certify:

1.The name of the corporation is Pyropower Corporation.

2.The certificate of incorporation was filed by the Department of State on August 21, 1980.

3.The restated certificate was filed by the Department of State on December 31, 1982.

4.The restated certificate of incorporation is amended to increase the number of authorized common shares to 4,000 and Article 4 of the restated certificate of incorporation is amended to read:

FOURTH:The aggregate number of shares which the Corporation shall have the authority to issue is 4,000 shares of $1 par value Class A shares which shall be designated as Common Stock, and 500 shares of $1 par value Class B shares, which shall be designated as non-voting Common Stock.  Each holder of record of Class A shares shall be entitled at all meetings of shareholders and in any other matter requiring a vote to one vote for each Class A share registered in his name upon the books of the Corporation.  Unless otherwise required by law, the holders of Class B shares shall not be entitled to vote.  Each and every Class A share and each and every Class B share shall be equal for purposes of participation in dividends of assets on liquidation.

IN WITNESS WHEREOF, we have signed this certificate as of the dates noted below.

/s/ Eric J. Oakes		/s/ J. Robert LaPann
ERIC J. OAKES, President		J. ROBERT LaPANN, Secretary
Dated:	5/4/84	Dated:	5/10/84

STATE OF NEW YORK	)
	)  SS:
COUNTY OF WARREN	)

J. Robert LaPann, being duly sworn, deposes and says that he is one of the persons described in and who executed the foregoing certificate that he has read the certificate of amendment and knows the contents thereof, and that the statements contained therein are true.

/s/ J. Robert LaPann

J. Robert LaPann, Secretary

Sworn to before me this

10^th day of May, 1984

/s/ Paula D. Nestor

Notary Public

PAULA D. NESTOR
Notary Public, State of New York
Warren County   4708756
My commission exp. Mar. 20, 1986.

RESTATED CERTIFICATE OF INCORPORATION

OF

PYROPOWER CORPORATION

Under Section 807 of the Business Corporation Law

THE UNDERSIGNED, Eric Oakes and Joseph Lestyk, being the President and the Secretary, respectively, of Pyropower Corporation, pursuant to Section 807 of the Business Corporation Law of the State of New York, do hereby restate, certify and set forth:

(1)The name of the corporation is

PYROPOWER CORPORATION

(2)The certificate of incorporation was filed by the Department of State on the 21st day of August, 1980.

(3)The certificate of incorporation is hereby amended to effect the following amendments authorized by the Business Corporation Law:

(a)To change the purposes of the corporation as set forth in paragraph “SECOND” of this restated certificate of incorporation.

(b)To increase the aggregate number of shares which the corporation shall have the authority to issue to 2,000 $1 par value Class A shares and 500 $1 par value Class B shares and to change the relative rights and limitations of the classes of shares, all as set forth in paragraph “FOURTH” of this restated certificate of incorporation.

(c)To delete paragraph “FIFTH” providing for class voting by shareholders.

(d)To delete paragraph “SIXTH” relating to the requirements for action by the board of directors.

(e)To renumber paragraph “SEVENTH”, which designates the Secretary of State as agent of the corporation, as paragraph “FIFTH”.

(f)To renumber paragraph “EIGHTH”, which designates United States Corporation Company as registered of the corporation, as paragraph “SIXTH”.

(g)To delete paragraph “NINTH”, relating to the accounting period for the corporation’s first fiscal year.

(4)The amendments to the certificate of incorporation effected by this restated certificate of incorporation also change the 100 $1 par value Class B shares, all of which are issued and outstanding, into 60 $1 par value Class A shares and 40 $1 par value Class B shares having the relative rights and limitations set forth in paragraph “FOURTH” of this restated certificate of incorporation.

(5)The certificate of incorporation is hereby restated to set forth its entire text as amended as follows:

FIRST:   The name of the Corporation is

PYROPOWER CORPORATION

SECOND:   The purposes for which the Corporation is formed are as follows:

(i)to engage in the promotion, marketing, sale, manufacturing, installation and servicing of fluidized bed combustion systems, particularly systems which are designed and used primarily for the generation of steam or hot water;

(ii)to engage in product development on the general technology incorporated in fluidized bed combustion systems;

(iii)generally to do or perform all things which other companies engaged in the same line of business ordinarily do or perform.

THIRD:   The office of the Corporation is to be in the City of New York, County of New York, State of New York.

FOURTH:   The aggregate number of shares which the Corporation shall have the authority to issue is 2,000 shares of $1 par value Class A shares, which shall be designated as Common Stock, and 500 shares of $1 par value Class

A - 2

B shares, which shall be designated as non-voting Common Stock.  Each holder of record of Class A shares shall be entitled at all meetings of shareholders and in any other matter requiring a vote to one vote for each Class A share registered in his name upon the books of the Corporation.  Unless otherwise required by law, the holders of Class B shares shall not be entitled to vote.  Each and every Class A share and each and every Class B share shall be equal for purposes of participation in dividends or distributions of assets on liquidation.

FIFTH: The Secretary of State of the State of New York is hereby designated as the agent of the Corporation upon whom process against the Corporation may be served.

The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is:

Pyropower Corporation

c/o General Atomic Company

P.O. Box 81608

San Diego, Calif.  92138

Attention:   President

SIXTH:   The Corporation designates United States Corporation Company, having an office at 70 Pine Street, New York, New York 10005 as its registered agent upon whom process against the Corporation may be served.

(6)The restatement of the certificate of incorporation was authorized by written consent in lieu of meeting by the holders of record of all outstanding shares entitled to vote thereon.

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IN WITNESS WHEREOF, this restated certificate has been subscribed this 23 day of December, 1982 by the undersigned.

/s/  Eric Oakes
	ERIC OAKES
	President
/s/  Joseph Lestyk
JOSEPH LESTYK
Secretary

STATE OF CALIFORNIA	)
	:   ss.:
COUNTY OF SAN DIEGO	)

ERIC OAKES, being first duly sworn, deposes and says that he is the President of Pyropower Corporation, that he has read the foregoing certificate and knows the contents thereof and that the statements therein contained are true.

/s/ Eric Oakes

Eric Oakes

Sworn to before me this

23nd day of DECEMBER, 1982

/s/ J. L. Kinkade

Notary Public

[SEAL]
OFFICIAL SEAL
J. L. KINKADE
NOTARY PUBLIC - CALIFORNIA
PRINCIPAL OFFICE IN
SAN DIEGO COUNTY
My Commission Expires January 30, 1984

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CERTIFICATE OF INCORPORATION

OF

PYROPOWER CORPORATION

Under Section 402 of the Business Corporation Law

THE UNDERSIGNED, a natural person at least eighteen years of age, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of the State of New York does hereby certify:

FIRST:   The name of the Corporation is

PYROPOWER CORPORATION

SECOND:   The purposes for which the Corporation is formed are as follows:

(i)to engage in the promotion, marketing, sale manufacturing, installation and servicing of fluidized bed combustion systems, particularly systems which are designed and used primarily for the generation of steam, hot water or electricity, including gasification systems for the generation of electricity;

(ii)to engage in product development on the general technology incorporated in fluidized bed combustion systems;

(iii)generally to do or perform all things which other companies engaged in the same line of business ordinarily do or perform.

THIRD:   The office of the Corporation is to be in the City of New York, County of New York, State of New York.

FOURTH:   The aggregate number of shares which the Corporation shall have the authority to issue is 100 shares of $1 par value Class A shares and 100 shares of $1 par value Class B shares.  Each and every Class A share and each and every Class B share shall be equal for purposes of participation in dividends or distributions of assets on liquidation and for all other purposes.  At any election of directors of the Corporation the holders of the Class A shares shall

be entitled to elect two (2) directors and the holders of the Class B shares shall be entitled to elect two (2) directors.  In the event of death, resignation or removal of any director, the holders of the class of shares which elected such director shall be entitled to elect a successor.

FIFTH:   Unless a greater number of votes shall be required pursuant to the Business Corporation Law of New York, the affirmative vote of the holders of a majority of the outstanding shares of each class shall be required for the approval of any action by the shareholders of this Corporation.

SIXTH:   Two directors shall constitute a quorum for the transaction of business at any meeting of the board of directors; provided that at least one director elected by the holders of Class A shares and one director elected by the holders of Class B shares shall be present.  The vote of a majority of directors present at the time of the vote, if a quorum is present at such time, shall constitute the act of the board of directors; provided, however, that the affirmative vote of at least one director elected by the holders of Class A shares and one director elected by the holders of Class B shares shall be necessary for the approval of any action by the board of directors.

SEVENTH:   The Secretary of State of the State of New York is hereby designated as the agent of the Corporation upon whom process against the Corporation may be served.  The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is:

Pyropower Corporation

c/o General Atomic Company

P.O. Box 81608

San Diego, California   92138

Attention:   Law Department

EIGHTH:   The Corporation designates United States Corporation Company, having an office at 70 Pine Street, New York, New York 10005 as its registered agent upon whom process against the Corporation may be served.

NINTH:   The accounting period which the Corporation intends to establish as its first fiscal year for reporting the franchise tax on business corporations imposed by Article 9–A of the Tax Law is the period commencing August 1, 1980 and ending December 31, 1980.

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IN WITNESS WHEREOF, this certificate has been subscribed this 11th day of August, 1980 by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

/s/  Richard S. Lincer

Incorporator

Richard S. Lincer
c/o Cleary, Gottlieb, Steen & Hamilton
One State Street Plaza
New York, New York  10004

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EX-3.40

Exhibit 3.40

PYROPOWER CORPORATION

BY-LAWS

ARTICLE I

OFFICES

Section 1.  Registered Office in New York:  The registered office of the Corporation in the State of New York shall be located in the City of Glens Falls, County of Warren.

Section 2.  Other Offices: The Corporation may also have offices at such other places within or without the State of New York as the board of directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1.  Annual Meeting:  The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before such meeting shall be held on such day during the first six months of the year and at such hour, as may be fixed from time to time by the board of directors.

Section 2.  Special Meetings:  Special meetings of shareholders for any purpose or purposes, unless otherwise prescribed by statute, by the certificate of incorporation or by these by-laws, may be called at any time by the board of directors and shall be called by the board or by the secretary at the written request of the holders of record of not less than ten percent of all the shares then outstanding.  Such request shall state the purpose or purposes of the proposed meeting.  The date and time for such special meeting shall be stated in the notice of the meeting or waiver of notice thereof.  The business transacted at any special meeting of shareholders shall be limited to the purposes stated in such notice.

Section 3.  Place of Meetings:  Meetings of shareholders shall be held within or without the State of New York at such place as may be fixed from time to time by the board of directors, or as shall be specified in the notice of any such meetings or waiver of notice thereof. If no place is otherwise fixed, such meetings shall be held at the principal office of the Corporation.

Section 4.  Notice of Meetings:  Written notice of each meeting of shareholders stating the place, date and hour of the meeting and, unless it is an annual meeting, the purpose or purposes of the meeting and the name of the person by whom or at whose direction the meeting is being called, shall be given by hand delivery, by mail or by telex to each shareholder of record not less than twenty nor more than fifty days before the date of the meeting.

Section 5.  Quorum:  The holders of record of a majority of the shares of stock issued and outstanding and entitled to vote at any meeting of shareholders, represented in person or by proxy, shall constitute a quorum for the transaction of business thereat, except as otherwise provided by statute or by the certificate of incorporation.  When a specified item of business is required to be voted on by a class or classes of shares, voting as a class, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business.  If, however, such quorum shall not be present or represented at any meeting of shareholders, a majority of the shareholders entitled to vote thereat, present in person or by proxy, or if no such shareholder is present in person or by proxy any officer entitled to preside at or act as secretary of such meeting, shall have the power to adjourn the meeting from time to time, without notice other than by announcement at the meeting (and for a period of not more than thirty days at any one time) until a quorum shall be present or represented, provided that, if after the adjournment of the meeting, the board of directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record on the new record date. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called.

Section 6.  Chairman and Secretary:  Each meeting of shareholders shall be presided over by the chairman of the board of directors.  The secretary of the Corporation shall act as secretary of each meeting of shareholders or, if he shall not be present, such person as may be designated by the board of directors shall act as secretary or, in the absence of such person or if there shall be no such designation, a secretary shall be chosen at the meeting.  The person serving as secretary of the meeting shall keep minutes of the proceedings and shall cause the same to be recorded in books provided for that purpose.

Section 7.  Proxies:  Every shareholder entitled to vote at a meeting of shareholders, or to express consent to or dissent from any proposal without a meeting, may authorize another person or persons so to act for him by proxy.

Every proxy must be dated and executed in writing by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise provided therein.  Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

Section 8.  Voting:  At each meeting of shareholders, each shareholder of record entitled to vote at the meeting shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation unless otherwise provided by law or by the certificate of incorporation.

At each meeting at which a quorum is present, the vote of the holders of a majority of the shares of stock issued and outstanding, represented, in person or by proxy, and entitled to vote thereat, shall determine all corporate matters brought before the meeting, except that when a specified item of business is required to be voted on by a class or classes, voting as a class, the holders of a majority of the

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shares of such class or classes present in person or by proxy, and entitled to vote thereat, shall determine such items except as otherwise required by statute or by the certificate of incorporation.

Section 9.  Written Consent in Lieu of Meeting:  Any action required or permitted to be taken by vote of the shareholders may be taken without a meeting if all the holders of record of outstanding shares who would have been entitled to vote upon the action if such meeting were held shall consent in writing to the specific corporate action being taken and such written consents are filed in the minute book of the Corporation.  Consent of a shareholder may be sent by telex, telegram or similar method if promptly confirmed by mail

ARTICLE III

DIRECTORS

Section 1.  General Powers:  The property, affairs and business of the Corporation shall be managed by its board of directors which may adopt all such rules and regulations for the conduct of its meetings and for the management of the property, affairs and business of the Corporation as it may deem proper and not inconsistent with applicable law, the certificate of incorporation and these by-laws.  The board of directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

Section 2.  Number and Qualifications:  The number of directors constituting the board of directors shall be the number, not less than three nor more than seven, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase, if there were no vacancies. No decrease shall, however, shorten the term of any incumbent director.  Until otherwise fixed by the board of directors, the number of directors constituting the entire board shall be four.

Section 3.  Election and Term of Office:  The directors other than the first board of directors, shall be elected at the annual meeting of shareholders held in each year.  Each director shall serve until the annual meeting held in the next succeeding year and until his successor has been elected and has qualified, or until his prior resignation, death or removal.

Section 4.  Resignation:  Any director may resign at any time by giving written notice to the board, the president or the secretary of the Corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

Section 5.  Removal:  Any or all of the directors may be removed, with or without cause, at any time by the vote of the holders of record of a majority of the shares of stock issued and outstanding and entitled to vote, present in person or by proxy, at a special meeting of shareholders called for that purpose, unless otherwise prescribed by statute or by the certificate of incorporation.

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Section 6. Vacancies:  All vacancies occurring in the board of directors, including vacancies caused by removal with or without cause, shall be filled by vote of a majority of the directors then in office.  A director elected to fill a vacancy shall hold office for the unexpired portion of the term of his predecessor in office and until the election and qualification of his successor.

Section 7.  Annual and Regular Meetings:  An annual meeting of the board of directors for the election of officers and for the transaction of any other business shall be held in each year immediately following the annual meeting of shareholders held in such year at the place of such annual meeting of shareholders or as soon as practical after such annual meeting of shareholders at such place and time as shall be fixed by the consent in writing of all the directors.

Regular meetings of the board of directors may be held at such times as the board may from time to time determine by resolution duly adopted at any meeting of the board.

Section 8.  Special Meetings:  A special meeting of the board of directors may be called at any time by the president and shall be called by the secretary on the written request of two directors.

Section 9.  Place and Time of Regular and Special Meetings:  The board of directors may hold any regular meeting at such place and time, either within or without the State of New York, as the board may from time to time determine by resolution duly adopted at any meeting of the board.

Special meetings of the board of directors shall be held at such place and time, either within or without the State of New York, as may be fixed by the president calling the meeting or by the directors requesting the meeting as specified in their request, as the case may be; provided, however, that the time so fixed shall permit the giving of notice as provided in Section 10 of this Article III.  If no place is otherwise fixed, such regular and special meetings shall be held at the principal office of the Corporation.

Section 10.  Notice of Meetings:  Annual and regular meetings of the board of directors may be held without notice.

Notice of the time and place of each special meeting of the board of directors shall be given to each director at least thirty-six hours prior to the date of such meeting personally or by telegram, cable or telephone.  Neither the business to be transacted at, nor the purpose of, any special meeting of the board of directors need be specified in the notice of such meeting or waiver of notice thereof.

Section 11.  Chairman of the Board:  The board of directors shall elect the Chairman of the Board at its annual meeting.  The Chairman shall preside at all meetings of the shareholders and of the board of directors.

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Section 12.  Quorum and Voting:  Three directors shall constitute a quorum for the transaction of business at any meeting of the board of directors unless otherwise provided by statute or by the certificate of incorporation or by these by-laws.  The vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall constitute the act of the board of directors, unless otherwise provided by statute.  If a quorum shall not be present at any meeting of the board of directors, a majority of the directors present may adjourn the meeting from time to time, without notice other than by announcement at the meeting (and for a period of not more than thirty days at any one time in the case of an annual meeting) until a quorum shall be present.  Notice of the adjournment shall be given to all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

Section 13.  Executive and Other Committees:  The board of directors, by resolution adopted by a majority of the entire board, may designate, from among its members, an executive committee and other committees, each consisting of three or more directors.  Each such committee shall serve at the pleasure of the board of directors and each member of such committee shall hold office until the next annual meeting of the board of directors or until he shall cease to be a director, or until his death, resignation or removal, or until the board of directors shall dissolve the committee.

Section 14.  Meetings by Conference Call:  Any one or more of the members of the board of directors or any committee thereof may participate in any such meeting of the board or of such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation in a meeting by such means shall constitute presence in person at the meeting.

Section 15.  Written Consent in Lieu of Meeting:  Any action required or permitted to be taken by the board of directors or any committee thereof may be taken without a meeting if all members of the board or the committee consent in writing to the adoption of a resolution authorizing the action so taken.  The resolution and the written consents thereto by the members of the board or committee shall be filed with the minutes of the proceedings of the board or committee.  Consent of a director may be sent by telex, telegram or similar method if promptly confirmed by mail.

Section 16.  Compensation:  The board of directors may from time to time by resolution fix the compensation of directors, including the Chairman of the Board of Directors, for attendance at meetings of the board or of a committee thereof, and for service to the Corporation.

ARTICLE IV

NOTICES

Section 1.  Effective Date of Notice.  Whenever, under the provisions of any statute or of the certificate of incorporation or of these by-laws, notice is

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required to be given to any director or shareholder and such notice is given by mail, such notice shall be deemed to have been given when received by the director or shareholder at his address as it appears on the records of the Corporation, or if he shall have filed a written request with the secretary that notices intended for him be mailed to some other address, then directed to him at such other address.

Section 2.  Waiver of Notice:  Whenever under the provisions of any statute or of the certificate of incorporation or of these by-laws, any notice of a meeting is required to be given to any director or shareholder, a waiver thereof signed by the person or persons entitled to such notice, either in person or, in the case of a shareholder, by proxy, whether before or after the meeting, shall be deemed equivalent to the given of such notice.

Section 3.  Attendance at Meetings:  The attendance of a shareholder, in person or by proxy, or a director at any meeting, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

ARTICLE V

OFFICERS

Section 1.  Officers and Qualifcations:  The officers of the Corporation shall be a president, one or more vice-presidents, a secretary and a treasurer.  Other officers may be appointed or elected in accordance with the provisions of Section 2 of this Article V.

Any two or more offices, except for the offices of president, vice-president and secretary, may be held by the same person.  No officer need be either a director or a shareholder.

Section 2.  Election, Term of Office and Compensation:  The president, one or more vice-presidents, the secretary and the treasurer shall be elected annually by the board of directors at its annual meeting and each officer shall hold office until the next annual meeting of the board of directors and until his successor has been chosen and has qualified, or until his prior resignation, death or removal.

The board of directors may at any time appoint such other officers, including, without limitation, one or more assistant secretaries and assistant treasurers, as it shall deem necessary, who shall hold office for such term and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

The compensation of the president of the corporation shall be fixed by the board of directors.

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Section 3.  Resignation:  Any officer may resign at any time unless otherwise provided in any contract with the Corporation, by giving written notice to the president or the secretary.  Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

Section 4.  Removal:  Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the entire board of directors.

Section 5.  Vacancies:  Any vacancy occurring in any office, whether by reason of disqualification, resignation, death or removal, shall be filled for the unexpired portion of the term by the board of directors.

Section 6.  President:  The president shall be the chief operating officer of the Corporation, and, subject to the control of the board of directors, shall exercise general and active supervision over the management of the property, affairs and business of the Corporation.  The president shall see that all orders and resolutions of the shareholders, board of directors and executive committee, if any, are carried into effect, and, in general, shall perform all duties and shall have such authority as the board of directors may from time to time prescribe.

Section 7.  Vice-President:  The vice-president or, if there be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, exercise the powers and perform the duties of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 8.  Secretary and Assistant Secretaries:  The secretary shall perform the following duties and have the following powers:

(a)  attend all meetings of shareholders and the board of directors and record all the proceedings of such meetings in a book to be kept for that purpose, and perform like duties for the executive and other standing committees when required;

(b)  give, or cause to be given, notice of all meetings of shareholders and special meetings of the board of directors;

(c)  keep in safe custody the seal of the Corporation and affix the same to, impress or reproduce it upon, any instrument the execution and delivery of which has been authorized by the board of directors, and, when so affixed, impressed or reproduced, the seal may be attested by his signature.  The board of directors may give general authority to any other officer so to affix, impress or reproduce the seal of the Corporation and to attest the affixing, impressing or reproduction by his signature;

(d)  keep all the documents and records of the Corporation as required by law or otherwise in a proper and safe manner.  The secretary may keep the books of the Corporation, except such as are required by law to be kept within the state, outside the State of New York, at such place or places as he may from time to time determine;

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(e)  perform such other duties incident to the office of secretary of the Corporation or as are from time to time assigned to him by the board of directors;

The assistant secretary, if any, or, if there are more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, or at his request, perform the duties and exercise the powers of the secretary, and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

The assistant secretaries shall have the authority to affix the seal of the Corporation to, or impress or reproduce it upon, any instrument the execution and delivery of which has been authorized by the board and when so affixed, impressed or reproduced, the seal may be attested by the signature of the assistant secretary.

Section 9.  Treasurer and Assistant Treasurer:  The treasurer shall perform the following duties and have the following powers:

(a)  have the custody of the corporate funds, securities and evidences of indebtedness;

(b)  receive and give receipts and acquittances for moneys paid in on account of the Corporation;

(c)  disburse the funds of the Corporation as may be ordered or authorized by the board of directors, pay out of the funds on hand all bills, payrolls, and other just debts of the Corporation, of whatever nature, upon maturity, and take and preserve proper vouchers for such disbursements;

(d)  keep full and accurate accounts in the corporate books of receipts and disbursements;

(e)  deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors;

(f)  render to the president and the board of directors, at its regular meetings, or whenever the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the Corporation;

(g)  render a full financial report at the first semiannual meeting of the shareholders held in each year, if so requested;

(h)  be furnished by all corporate officers and agents at his request with such reports and statements as he may require as to all financial transactions of the Corporation;

(i)  perform such other duties incident to the office of treasurer of the Corporation or as are from time to time assigned to him by the board of directors.

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Section 10.  Surety Bonds:  In the event that the board of directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence, for accounting while in office or acting as agent for all property, funds and securities of the Corporation which may come into his hands, and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1.  Form and Execution of Certificates:  The shares of the Corporation shall be represented by certificates in such form as required by statute and as shall be adopted from time to time by the board of directors.  The certificates shall be numbered consecutively and registered in the books of the Corporation in the order in which they are issued, together with the number of shares represented by each certificate, the name of the person to whom the certificate is issued and the date of issuance thereof.  Each certificate shall be signed by the president or a vice-president and by the secretary or an assistant secretary or the treasurer or an assistant treasurer, shall be sealed with the corporate seal or a facsimile thereof and shall be countersigned and registered in such manner, if any, as the board of directors may prescribe.

Section 2.  Lost, Stolen or Destroyed Certificates:  The board of directors, in its discretion, may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed.

Section 3.  Transfers of Shares:  The transfer or assignment of shares shall be made only upon the books of the Corporation by the registered owner or by his duly authorized attorney.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, and the old certificate shall be cancelled and the transaction recorded upon the books of the Corporation.

The board of directors may make such rules and regulations as it may deem expedient concerning the issue and transfer of certificates for shares of the Corporation, and may appoint transfer agents or registrars, or both, and may require all certificates of shares to bear the signature of either or both.  Nothing herein shall be construed to prohibit the Corporation from acting as its own transfer agent at any of its offices.

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Section 4.  Fixing Record Date:  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders.  Such date shall not be more than fifty (50) nor less than twenty (20) days before the date of any meeting nor more than fifty (50) days prior to any other action.  When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date for the adjourned meeting.  Only such shareholders of record on the date so fixed shall be entitled to receive notice of, or to vote at, such meeting or any adjournment thereof, to give such consent or dissent, to receive payment of such dividend or the allotment of such right or to take any other such action, notwithstanding any transfer of any shares on the books of the Corporation subsequent to the record date so fixed.

Section 5.  Record Ownership:  The Corporation shall be entitled to recognize any person registered on its books as the owner of shares to be the exclusive owner in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VII

GENERAL PROVISIONS

Section 1.  Dividends: Dividends on the outstanding shares of the Corporation may be declared by the board of directors in such amounts and at such time or times as the board may determine, subject to the provisions of the certificate of incorporation and to applicable law.  Dividends may be paid in cash, in shares of the Corporation’s capital stock or in the Corporation’s property, including the shares or bonds of other corporations, subject to any provisions of law or of the certificate of incorporation.

The board of directors may, from time to time, set aside out of any funds of the Corporation available for dividends such sum or sums as the board, in its discretion, may deem proper as a reserve fund for working capital, or to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for any other purpose that the board may deem conducive to the best interests of the Corporation.  The board of directors may, in its discretion, modify or abolish any such reserve at any time.

Section 2.  Execution of Instruments:  All corporate instruments and documents, with the exception of certificates for shares of the Corporation as provided in Sectoin 1 of Article VI, shall be signed by such officers, agents or employees of the Corporation as from time to time may be designated by the board of directors or by such officer or officers to whom the board of directors may delegate the power to so designate.

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Section 3.  Fiscal Year:  Except in the first year, the fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.

Section 4.  Corporate Seal:  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal, New York”.  The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, engraved or printed.

Section 5.  Indemnification:  To the full extent permitted by law, the Corporation shall indemnify and reimburse each person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or his testator or intestate, is or was a director or officer of the Corporation or served any other corporation of any type or kind, domestic or foreign, in any capacity at the request of the Corporation.  The Corporation shall indemnify and reimburse each employee or agent of the Corporation, or any other person other than directors or officers of the Corporation, against liabilities or legal expenses arising out of acts performed for or on behalf of or at the request of the Corporation to such extent and in such matter, permitted by law, as the board of directors may at any time or from time to time determine.

Section 6.  Stock of Other Corporations:  Subject to any specific directions of the board of directors, any rights or powers which the Corporation may have from time to time as the owner or holder of shares of stock or any other security of any other corporation may be exercised on behalf of the Corporation by the president of the Corporation in such manner as the board of directors shall from time to time determine; including, without limitation, the right or power of the Corporation to exercise at a meeting its voting rights under any such security, or to execute consents in lieu of a meeting, or to waive notice of any meeting, or to exercise or waive any subscription or other rights or options which the Corporation may have or receive as such owner or holder, or to execute a proxy or proxies with respect to any such security.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended or repealed or new by-laws may be adopted at any meeting of shareholders at which a quorum is present, in person or by proxy, by the affirmative vote of the holders of a majority of shares issued and outstanding and entitled to vote thereat, provided notice of the general nature of the proposed change in the by-laws be contained in the notice of such meeting.  These by-laws may also be amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the entire board of directors at any meeting of the board.  If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-laws so adopted, amended or repealed, together with a precise statement of the changes made.  Any by-laws adopted by the board of directors may be amended or repealed by the shareholders.

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EX-3.41

Exhibit 3.41

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER CAPITAL INVESTMENT CORPORATION

Adopted in accordance with the provisions
of Section 242 of the General Corporation
law of the State of Delaware

The undersigned, being the holders of record of all outstanding shares of the stock of Foster Wheeler Capital Investment Corporation, a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST:That the Certificate of Incorporation of said corporation has been amended as follows:

By striking out the whole of Article First thereof as it now exists and inserting in lieu and instead thereof a new Article First, reading as follows:

FIRST:The name of the Corporation is

FOSTER WHEELER REAL ESTATE DEVELOPMENT CORP.

SECOND:That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, we have signed this certificate this 5th day of February 1985.

FOSTER WHEELER CORPORATION
By:	/s/ [ILLEGIBLE]
	Stockholder

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER CAPITAL INVESTMENT CORPORATION

*  *  *  *  *  *  *  *

THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST:The name of the Corporation is

FOSTER WHEELER CAPITAL INVESTMENT CORPORATION

SECOND:The registered office of the Corporation is to be located at 306 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its registered agent at that address is the United States Corporation Company.

THIRD:The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH:The total number of shares of stock which the Corporation is authorized to issue is ten thousand (10,000) all of which are classified as Common Stock without par value.

FIFTH:The name and address of the Incorporator are as follows:

NAME	ADDRESS
D.E. Howarth	70 Pine Street, New York, N.Y. 10270

SIXTH:The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(1)The number of directors of the Corporation shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws.  Election of directors need not be by ballot unless the by-laws so provide.

(2)The Board of Directors shall have power without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the by-laws of the Corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

(3)The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract,

and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and a binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

(4)In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate, and to any by-laws from time to time made by the stockholders; provided, however, that no by-laws so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

SEVENTH:The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

EIGHTH:Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any

class of them, and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware, may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

NINTH:The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand and seal.

/s/ D. E. Howarth	(L.S.)
D. E. Howarth

EX-3.42

Exhibit 3.42

B Y - L A W S

OF

FOSTER WHEELER CAPITAL INVESTMENT CORPORATION

ARTICLE I

OFFICES

SECTION  1.  REGISTERED OFFICE.—The registered office shall be established and maintained at the office of the United States Corporation Company, in the City of Dover, in the County of Kent, in the State of Delaware, and said corporation shall be the registered agent of this corporation in charge thereof.

SECTION  2.  OTHER OFFICES.—The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION  1.  ANNUAL MEETINGS.—Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION  2.  OTHER MEETINGS.—Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION  3.  VOTING.—Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be

entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION  4.  QUORUM.—Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION  5.  SPECIAL MEETINGS.—Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary, or by resolution of the directors.

SECTION  6.  NOTICE OF MEETINGS.—Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than sixty days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

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SECTION  7.  ACTION WITHOUT MEETING.— Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION  1.  NUMBER AND TERM.—The number of directors shall be four (10/1/01).  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.  Directors need not be stockholders.

SECTION  2.  RESIGNATIONS.—Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION  3.  VACANCIES.—If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION  4.  REMOVAL.—Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

Unless the Certificate of Incorporation otherwise provides, stockholders may effect removal of a director who is a member of a classified Board of Directors only for cause.  If the Certificate of Incorporation provides for cumulative voting and if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an

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election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

If the holders of any class or series are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, these provisions shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

SECTION  5.  INCREASE OF NUMBER.—The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION  6.  POWERS.—The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-Laws conferred upon or reserved to the stockholders.

SECTION  7.  COMMITTEES.—The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation.  The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or

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amending the By-Laws of the corporation; and, unless the resolution, these By-Laws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

SECTION  8.  MEETINGS.—The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent in writing of all the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors on at least two days’ notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION  9.  QUORUM.—A majority of the directors shall constitute a quorum for the transaction of business.  If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION  10.  COMPENSATION.—Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION  11.  ACTION WITHOUT MEETING.—Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is

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signed by all members of the board, or of such committee as the case may be, and such written consent if filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

SECTION  1.  OFFICERS.—The officers of the corporation shall be a President, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  More than two offices may be held by the same person.

SECTION  2.  OTHER OFFICERS AND AGENTS.—The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION  3.  CHAIRMAN.—The Chairman of the Board of Directors, if one be elected shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION  4.  PRESIDENT.—The President shall be the chief executive officer (1/15/91) of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation.  Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION  5.  VICE-PRESIDENT.—Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

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SECTION  6.  TREASURER.—The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION  7.  SECRETARY.—The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President.  He shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

SECTION  8.  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.—Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

MISCELLANEOUS

SECTION  1.  CERTIFICATES OF STOCK.—Certificate of stock, signed by the Chairman or Vice Chairman of the Board of Directors, if they be elected, President or Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation.  Any of or all the signatures may be facsimiles.

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SECTION  2.  LOST CERTIFICATES.—A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION  3.  TRANSFER OF SHARES.—The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION  4.  STOCKHOLDERS RECORD DATE.—In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION  5.  DIVIDENDS.—Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.  Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

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SECTION  6.  SEAL.—The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION  7.  FISCAL YEAR.—The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION  8.  CHECKS.—All checks, drafts or other orders for the payment of money, notes or other evidences of indebtness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION  9.  NOTICE AND WAIVER OF NOTICE.—Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special meeting.

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EX-3.43

Exhibit 3.43

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER REALTY SERVICES, INC.

I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, as from time to time amended, do hereby certify as follows:

FIRST:  The name of the Corporation is

FOSTER WHEELER REALTY SERVICES, INC.

SECOND:  The registered office of the Corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, 19808.  The name of its registered agent in the State of Delaware at such address is Corporation Service Company.

THIRD:  The purpose of the Corporation is to engage, directly or indirectly, in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as from time to time in effect.

FOURTH:  The total authorized capital stock of the Corporation shall be 1,000 shares of Common Stock, all of which are without par value.

FIFTH:  The name and mailing address of the incorporator is as follows:

Name	Mailing Address
John A. Doyle, Jr.	Perryville Corporate Park
	Clinton, New Jersey 08809

SIXTH:  The business of the Corporation shall be managed under the direction of the Board of Directors except as otherwise provided by law.  The number of Directors of the Corporation shall be fixed from time to time by, or in the manner provided in, the By-Laws.  Election of Directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

SEVENTH:  The Board of Directors may make, alter or repeal the By-Laws of the Corporation except as otherwise provided in the By-Laws adopted by the Corporation’s stockholders.

EIGHTH:  The Directors of the Corporation shall be protected from personal liability, through indemnification or otherwise, to the fullest extent permitted under the General Corporation Law of the State of Delaware as from time to time in effect.

1.A Director of the Corporation shall under no circumstances have any personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director except for those breaches and acts or omissions with respect to which the General Corporation Law of the State of Delaware, as from time to time amended, expressly provides that this provision shall not eliminate or limit such personal liability of Directors.  Neither the modification or repeal of this paragraph 1 of Article EIGHTH nor any amendment to said General Corporation Law that does not have retroactive application shall limit the right of Directors hereunder to exculpation from personal liability for any act or omission occurring prior to such amendment, modification or repeal.

2.The Corporation shall indemnify each Director and Officer of the Corporation to the fullest extent permitted by applicable law, except as may be otherwise provided in the Corporation’s By-Laws, and in furtherance hereof the Board of Directors is expressly authorized to amend the Corporation’s By-Laws from time to time to give full effect hereto, notwithstanding possible self interest of the Directors in the action being taken.  Neither the modification or repeal of this paragraph 2 of Article EIGHTH nor any amendment to the General Corporation Law of the State of Delaware that does not have retroactive application shall limit the right of Directors and Officers to indemnification hereunder with respect to any act or omission occurring prior to such modification, amendment or repeal.

NINTH:  The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of April, 2001.

/s/ John A. Doyle. Jr.

John A. Doyle. Jr.

Incorporator

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EX-3.44

Exhibit 3.44

BY-LAWS

OF

FOSTER WHEELER REALTY SERVICES, INC.

ARTICLE I

STOCKHOLDERS

Section 1.  Annual Meeting.  The annual meeting of the stockholders of the Corporation shall be held either within or without the State of Delaware, at such place as the Board of Directors may designate in the call or in a waiver of notice thereof, on such date as the Board of Directors shall determine for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

Section 2.  Special Meetings.  Special Meetings of the stockholders may be called by the Board of Directors or by the President, and shall be called by the President or by the Secretary upon the written request of the holders of record of at least twenty-five per cent (25%) of the shares of stock of the Corporation, issued and outstanding and entitled to vote, at such times and at such place either within or without the State of Delaware as may be stated in the call or in a waiver of notice thereof.

Section 3.  Notice of Meetings.  Notice of the time, place and purpose of every meeting of stockholders shall be delivered personally or mailed not less than ten days nor more than sixty days previous thereto to each stockholder of record entitled to vote, at such stockholder’s post office address appearing upon the records of the Corporation or at such other address as shall be furnished in writing by him or her to the Corporation for such purpose.  Such further notice shall be given as may be required by law or by these By-Laws.  Any meeting may be held without notice if all stockholders entitled to vote are present in person or by proxy, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 4.  Quorum.  The holders of record of at least a majority of the shares of the stock of the Corporation, issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law or by these By-Laws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained.

Section 5.  Organization of Meetings.  Meetings of the stockholders shall be presided over by the Chairman of the Board, if there be one, or if the Chairman of the Board is not present by the President, or if the President is not present, by a chairman to be chosen at the meeting.  The Secretary of the Corporation, or in the Secretary of the Corporation’s absence, an Assistant Secretary, shall act as Secretary of the meeting, if present.

Section 6.  Voting.  At each meeting of stockholders, except as otherwise provided by statute or the Certificate of Incorporation, every holder of record of stock entitled to vote shall be entitled to one vote in person or by proxy for each share of such stock standing in his or her name on the records of the Corporation.  Elections of directors shall be determined by a plurality of the votes cast and, except as otherwise provided by statute, the Certificate of Incorporation, or these By-Laws, all other action shall be determined by a majority of the votes cast at such meeting.  Each proxy to vote shall be in writing and signed by the stockholder or by such stockholder’s duly authorized attorney.  In the election of Directors, and for any other action, voting need not be by ballot.

A complete list of the stockholders entitled to vote at each such meeting, arranged in alphabetical order, with the address of each, and the number of shares registered in the name of each stockholder, shall be prepared by the Secretary and shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 7.  Inspectors of Election.  The Board of Directors in advance of any meeting of stockholders may appoint one or more Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the chairman of the meeting may, and on the request of any stockholder entitled to vote shall, appoint one or more Inspectors of Election.  Each Inspector of Election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of Inspector of Election at such meeting with strict impartiality and according to the best of his or her ability.  If appointed, Inspectors of Election shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

Section 8.  Action by Consent.  Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by the holders of record of shares of the stock of the Corporation, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

DIRECTORS

Section 1.  Number, Quorum, Term, Vacancies, Removal.  The Board of Directors of the Corporation shall consist of one (1) or more persons.  The number of directors may be changed by a resolution passed by a majority of the whole Board or by a vote of the holders of record of at least a majority of the shares of stock of the Corporation, issued and outstanding and entitled to vote.

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A majority of the members of the Board of Directors then holding office (but not less than one-third of the total number of directors nor less than two directors) shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained.

At the request of the Chairman or President any one or more of the Board or any Committee thereof may participate for quorum purposes in any meeting, of such Board or Committee by means of conference telephone, video conferencing or similar electronic communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence at the meeting.

Directors shall hold office until the next annual election and until their successors shall have been elected and shall have qualified, unless sooner displaced.

Whenever any vacancy shall have occurred in the Board of Directors, by reason of death, resignation, or otherwise, other than removal of a director with or without cause by a vote of the stockholders, it shall be filled by a majority of the remaining directors, though less than a quorum (except as otherwise provided by law), or by the stockholders, and the person so chosen shall hold office until the next annual election and until a successor is duly elected and has qualified.

Any one or more of the directors of the Corporation may be removed either with or without cause at any time by a vote of the holders of record of at least a majority of the shares of stock of the Corporation, issued and outstanding and entitled to vote, and thereupon the term of the director or directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, to be filled by a vote of the stockholders as provided in these By-Laws.

Section 2.  Meetings, Notice.  Meetings of the Board of Directors shall be held at such place either within or without the State of Delaware, as may from time to time be fixed by the Board, or as may be specified in the call or in a waiver of notice thereof. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by the Board, and special meetings may be held at any time upon the call of two directors, the Chairman of the Board, if one be elected, or the President, by oral, telegraphic or written notice, duly served on or sent or mailed to each director in sufficient time for the convenient assembly of the Directors thereat.  A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place at which such meeting was held.  Notice need not be given of regular meetings of the Board.  Any meeting may be held without notice, if all directors are present, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 3.  Committees.  The Board of Directors may, in its discretion, by resolution passed by a majority of the whole Board, designate from among its members one or more committees, which shall consist of two or more directors.  The Board may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of the committee.  Such committees shall have and may

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exercise such powers as shall be conferred or authorized by the resolution appointing them.  A majority of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide.  The Board shall have power at any time to change the membership of any such committee, to fill vacancies in it, or to dissolve it.

Section 4.  Action by Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent or consents thereto is signed by all members of the Board, or of such committee as the case may be, and such written consent or consents is filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

Section 1.  Election of Officers.  The officers of the Corporation, who shall be chosen by the Board of Directors at its first meeting after each annual meeting of stockholders, shall be a President, a Treasurer and a Secretary.  The Board of Directors from time to time may elect a Chairman of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents with such titles as the resolution of the Board of Directors choosing them shall designate and whom it shall deem necessary, who shall exercise such powers and perform such duties as prescribed by the Board of Directors.  Any number of offices may be held by the same person.

Section 2.  Terms of Office.  Unless otherwise provided in the resolution choosing such officer, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor shall have been chosen and qualified.

Section 3.  Removal.  Any officer may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors.

Section 4.  Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary.  Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.  Vacancies.  If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the directors may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

Section 6.  Chairman of the Board.  The Chairman of the Board of Directors, if one were elected, shall preside at all meetings of the Board of Directors and of the stockholders.

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The Chairman shall have and perform such other duties as from time to time may be assigned to the Chairman by the Board of Directors.

Section 7.  President.  The President shall be the chief operating officer of the Corporation and, in the absence of the Chairman, shall preside at all meetings of the Board of Directors, and of the stockholders.  The President shall exercise the powers and perform all functions and duties incidental to the chief operating officer and, subject to the control of the Board of Directors, shall have general management and control of the affairs and business of the Corporation.  The President shall have additional powers and duties as may from time to time be assigned by the Board of Directors.

Section 8.  Vice Presidents.  If chosen, Vice Presidents shall have such powers and perform such duties as may be assigned by the Chairman of the Board, President or the Board of Directors.  The Board of Directors in its discretion may assign to the titles of individual Vice Presidents terms such as “executive”, “senior”, or “special” or others indicative of levels or areas of responsibility.

Section 9.  Secretary.  The Secretary shall record or cause to be recorded in the books provided for that purpose the minutes of the meetings of the shareholders, the Board of Directors, and all committees of which a secretary shall have been appointed.  The Secretary shall be responsible for keeping the list of shareholders, and shall give or cause to be given notice of all meetings of shareholders, directors and committees.  The Secretary shall have custody of the seal of the corporation and shall perform such other duties as may from time to time be assigned by the Chairman of the Board, President of the Board of Directors.  The Secretary shall perform all duties incident to the office of the Secretary.

Section 10.  Assistant Secretaries.  The Board of Directors may from time to time appoint additional Assistant Secretaries.  In the event of absence or disability of the Secretary, an Assistant Secretary shall exercise all duties and powers of the Secretary.

Section 10.  Treasurer.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation and shall deposit all such funds to the credit of the Corporation in such depositories as may be designated form time to time by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may from time to time be ordered by the Chairman of the Board, the President or the Board of Directors.  The Treasurer shall render to the Chairman of the Board, President or the Board of Directors and shareholders upon request an account of all his transactions as Treasurer

Section 11.  Assistant Treasurers.  The Board of Directors may from time to time appoint additional Assistant Treasurers.  In the event of absence or disability of the Treasurer, an Assistant Treasurer shall exercise all duties and powers of the Treasurer.

Section 12.  Controller.  The Board of Directors may appoint a Controller who shall maintain adequate records of all assets, liabilities and transactions of the Corporation.  The Controller shall render financial and accounting reports and audits as required by the Chairman of the Board, the President, or the board of Directors as necessary to the proper conduct of business.

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Section 13.  Assistant Controllers.  The Board of Directors may from time to time appoint additional Assistant Controllers.  In the event of absence or disability of the Controller, an Assistant Controller shall exercise all duties and powers of the Controller.

Section 14.  Director of Tax.  The Board of Directors may appoint a Director of Tax who shall be responsible for the preparation, signature, filing, execution and communication with government agencies or other parties relating to all tax matters including tax returns, annual reports, consents, waivers and any other documents necessary for tax planning and compliance and to perform and supervise any and all other matters related to taxes for the taxpayer corporation.

Section 15.  Duties of Officers May Be Delegated.  In case of the absence or disability of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director.

ARTICLE IV

INDEMNIFICATION

Section 1. Indemnity.  The corporation shall indemnify its directors and officers to the fullest extent allowed by law, provided, however, that it shall be within the discretion of the Board of Directors whether to advance any funds in advance of disposition of any action, suit or proceeding, and provided further that nothing in this section 1 shall be deemed to obviate the necessity of the Board of Directors to make any determination that indemnification of the director or officer is proper under the circumstances because he or she has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145 of the Delaware General Corporation Law.

Section 2.  Invalidity of Any Provisions of This Article.  The invalidity or unenforceability of any provision of this Article shall not affect the validity or enforceability of the remaining provisions of this Article.

ARTICLE V

CAPITAL STOCK

Section 1.  Certificates.  The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe.  The certificates of stock shall be signed by the President or a Vice President and by the Secretary, or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed with the seal of the Corporation or a facsimile thereof, and countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe.  Where any such certificate is countersigned by a transfer agent other than the Corporation or its employee, or registered by a registrar other than the Corporation or its employee, the signature of any such officer may be a facsimile signature.  In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death,

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resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 2.  Transfer.  The shares of stock of the Corporation shall be transferred only upon the books of the Corporation by the holder thereof in person or by his or her attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

Section 3.  Record Dates.  The Board of Directors may fix in advance a date, not less than ten nor more than sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the distribution or allotment of any rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to receive any distribution or allotment of such rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such distribution or allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 4.  Lost Certificates.  In the event that any certificate of stock is lost, stolen, destroyed or mutilated, the Corporation may issue a new certificate of the same tenor and for the same number of shares in lieu thereof.  The Corporation may in its discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate, or the legal representative of the owner to make an affidavit or affirmation setting forth such facts as to the loss, destruction or mutilation as it deems necessary, and to give the Corporation a bond in such reasonable sum as it directs to indemnify the Corporation.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 1.  Offices.  The registered office of the Corporation shall be located at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808 and Corporation Service Company shall be the registered agent of this Corporation in charge thereof.  The Corporation may have other offices either within or without the State of Delaware at such places as shall be determined from time to time by the Board of Directors or the business of the Corporation may require.

Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be determined by the Board of Directors.

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Section 3.  Corporate Seal.   The seal of the Corporation shall be circular in form and contain the name of the Corporation, and the year and state of its incorporation.  Such seal may be altered from time to time at the discretion of the Board of Directors.

Section 4.  Books.   There shall be kept at such office of the Corporation as the Board of Directors shall determine, within or without the State of Delaware, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board of Directors and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board of Directors may from time to time determine.

Section 5.  Voting of Stock.   Unless otherwise specifically authorized by the Board of Directors, all stock owned by the Corporation, other than stock of the Corporation, shall be voted, in person or by proxy, by the President or the Secretary of the Corporation on behalf of the Corporation.

ARTICLE VII

AMENDMENTS

Section 1.  Amendments.   The vote of the holders of at least a majority of the shares of stock of the Corporation, issued and outstanding and entitled to vote, shall be necessary at any meeting of stockholders to amend or repeal these By-Laws or to adopt new by-laws.  These By-Laws may also be amended or repealed, or new by-laws adopted, at any meeting of the Board of Directors by the vote of at least a majority of the entire Board; provided that any by-law adopted by the Board may be amended or repealed by the stockholders in the manner set forth above.

Any proposal to amend or repeal these By-Laws or to adopt new by-laws shall be stated in the notice of the meeting of the Board of Directors or the stockholders, or in the waiver of notice thereof, as the case may be, unless all of the directors or the holders of record of all of the shares of stock of the Corporation, issued and outstanding and entitled to vote, are present at such meeting.

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EX-3.45

Exhibit 3.45

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER FIRED HEATERS, INC.

BEFORE PAYMENT OF CAPITAL

Pursuant to Section 241 of the General
Corporation Law of the State of Delaware

WE, THE UNDERSIGNED, being all of the duly elected and qualified directors of Foster Wheeler Fired Heaters, Inc., do hereby certify:

FIRST:  That Article FIRST of the Certificate of Incorporation is amended to read as follows:

The name of the Corporation is Foster Wheeler USA Corporation

SECOND:  That such amendment has been duly adopted in accordance with the provisions of Section 241 of the General Corporation Law of the State of Delaware, and the corporation has not received any payment for any of its stock.

IN WITNESS WHEREOF, we have hereunto set our hands and seals the 16th day of January, 1985.

/s/ [ILLEGIBLE]	(SEAL)
/s/ [ILLEGIBLE]	(SEAL)
/s/ [ILLEGIBLE]	(SEAL)

CERTIFICATE OF INCORPORATION

OF

(FORMERLY FOSTER WHEELER FIRED HEATERS, INC.)

FOSTER WHEELER USA CORPORATION

*******************

I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST:  The name of the corporation is

FOSTER WHEELER FIRED HEATERS, INC.

SECOND:  Its registered office is to be located at 306 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its registered agent at that address is the United States Corporation Company.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which the corporation is authorized to issue is one thousand (1,000) shares without par value.

FIFTH:  The name and address of the single incorporator are M. P. Gorsuch, 306 South State Street, Dover, Delaware.

SIXTH:  The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

SEVENTH:  The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF,  I have hereunto set my hand and seal, the 20th day of December, 1973.

M. P. GORSUCH	(L.S.)
Incorporator

EX-3.46

Exhibit 3.46

B Y - L A W S

OF

(FORMERLY FOSTER WHEELER FIRED HEATERS, INC. )

FOSTER WHEELER USA CORPORATION

ARTICLE I

OFFICES

SECTION 1.  REGISTERED OFFICE. —The registered office shall be established and maintained at the office of the United States Corporation Company, in the City of Dover, in the County of Kent, in the State of Delaware, and said corporation shall be the registered agent of this corporation in charge thereof.

SECTION 2.  OTHER OFFICES. —The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.  ANNUAL MEETINGS. —Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on the last Thursday in March.

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.  OTHER MEETINGS. —Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.  VOTING.—Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote, held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 4.  QUORUM.—Except as otherwise required by Law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.  SPECIAL MEETINGS.—Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary, or by resolution of the directors.

SECTION 6.  NOTICE OF MEETING.—Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than sixty days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 7. ACTION WITHOUT MEETING.—Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1.  NUMBER AND TERM.—The number of directors shall be seven (12/11/02).  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify.  Directors need not be stockholders.

SECTION 2.  RESIGNATIONS.—Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.  VACANCIES.—If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.  REMOVAL.—Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.  INCREASE OF NUMBER.—The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.  POWERS.—The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-Laws conferred upon or reserved to the stockholders.

SECTION 7.  COMMITTEES.—The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation.  The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the By-Laws of the corporation; and, unless the resolution, these By-Laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

SECTION 8.  MEETINGS.—The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent in writing of all the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors

on at least two days’ notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

SECTION 9.  QUORUM.—A majority of the directors shall constitute a quorum for the transaction of business.  If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION 10.  COMPENSATION.—Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 11.  ACTION WITHOUT MEETING.—Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

Amended 9/24/99

SECTION 12.  TELEPHONIC AND VIDEO CONFERENCING MEETINGS.  At the request of the Chairman or President any one or more members of the Board or any Committee thereof may participate for quorum purposes in any meeting, of such Board or Committee by means of conference telephone, video conferencing or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence at the meeting.

ARTICLE IV

OFFICERS

SECTION 1.  OFFICERS.—The officers of the corporation shall be a President, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  More than two offices may be held by the same person.

SECTION 2.  OTHER OFFICERS AND AGENTS.—The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.  CHAIRMAN.—The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the

Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.  PRESIDENT–The President shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors and shall have such additional authority and duties as are incident to the office.

Amended 12/11/2002

SECTION 5.  VICE-PRESIDENT.—Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.  TREASURER.—The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7.  SECRETARY.—The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform

such other duties as may be assigned to him by the directors or the President.  He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

SECTION 8.  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.—Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

MISCELLANEOUS

SECTION 1.  CERTIFICATES OF STOCK.—Certificate of stock, signed by the Chairman or Vice Chairman of the Board of Directors, if they be elected, President or Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation.  Any of or all the signatures may be facsimiles.

SECTION 2.  LOST CERTIFICATES.—A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.  TRANSFER OF SHARES.—The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.  STOCKHOLDERS RECORD DATE.—In order that the corporation may determine the stockholders entitled to notice of or

to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.  DIVIDENDS.—Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.  Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.  SEAL.—The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE”.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.  FISCAL YEAR.—The fiscal year of the corporation shall be the calendar year.

SECTION 8. CHECKS.—All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.  NOTICE AND WAIVER OF NOTICE.—Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special meeting.

EX-3.47

Exhibit 3.47

CERTIFICATE OF INCORPORATION

OF

Foster Wheeler Virgin Islands, Inc.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST:The name of the corporation (hereinafter called the “corporation”) is

Foster Wheeler Virgin Islands, Inc.

SECOND:The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware is The Prentice-Hall Corporation System, Inc.

THIRD:The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000), all of which are without par value.  All such shares are of one class and are shares of Common Stock.

FIFTH:The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
N. S.  Truax	32 Loockerman Square, Suite L-100  Dover,  Delaware 19901

SIXTH:The corporation is to have perpetual existence.

SEVENTH:Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH:For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1.The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors.  The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-Laws.  The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there

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were no vacancies.  No election of directors need be by written ballot.

2.After the original or other By-Laws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the By-Laws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-Law or in a By-Law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3.Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders.  Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of section 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH:The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

TENTH:The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the

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same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ELEVENTH:From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Signed on May 24, 1993.
	/s/ N.S. Truax
	N.S. Truax
	Incorporator

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EX-3.48

Exhibit 3.48

BYLAWS

OF

Foster Wheeler VirginIslands, Inc.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1.CERTIFICATES REPRESENTING STOCK.  Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation.  Any or all the signatures on any such certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law.  Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2.UNCERTIFICATED SHARES.  Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares.  Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

3.FRACTIONAL SHARE INTERESTS.  The corporation may, but shall not be required to, issue fractions of a share.  If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share.  A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation.  The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4.STOCK TRANSFERS.  Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

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5.RECORD DATE FOR STOCKHOLDERS.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.  In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.  In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any

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other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6.MEANING OF CERTAIN TERMS.   As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

7.STOCKHOLDER MEETINGS.

• TIME.  The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting.  A special meeting shall be held on the date and at the time fixed by the directors.

• PLACE.  Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix.  Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

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• CALL.  Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

• NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined.  The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes.  The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called.  The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law.  Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation.  Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail.  If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting.  Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein.  Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

• STOCKHOLDER LIST.  The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the

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number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

• CONDUCT OF MEETING.  Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders.  The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

• PROXY REPRESENTATION.  Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting.  Every proxy must be signed by the stockholder or by his attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

• INSPECTORS.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may

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be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability.  The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them.  Except as otherwise required by subsection (e) of Section 231 of the General Corporation Law, the provisions of that Section shall not apply to the corporation.

• QUORUM.  The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business.  The stockholders present may adjourn the meeting despite the absence of a quorum.

• VOTING.  Each share of stock shall entitle the holders thereof to one vote.  Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.  Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws.  In the election of directors, and for any other action, voting need not be by ballot.

8.STOCKHOLDER ACTION WITHOUT MEETINGS.  Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the

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minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

1.FUNCTIONS AND DEFINITION.  The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation.  The Board of Directors shall have the authority to fix the compensation of the members thereof.  The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2.NUMBER AND TERM. —The number of directors shall be one (1) or more, as established by resolution of the stockholders or the Board of Directors, from time to time.  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.

3.ELECTION AND TERM.  The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.  Any director may resign at any time upon written notice to the corporation.  Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors

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and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

4.MEETINGS.

• TIME.  Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

• PLACE.  Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

• CALL.  No call shall be required for regular meetings for which the time and place have been fixed.  Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

• NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be required for regular meetings for which the time and place have been fixed.  Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat.  Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein.  Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

• QUORUM AND ACTION.  A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board.  A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place.  Except as herein otherwise

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provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.  The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

• CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and if present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5.REMOVAL OF DIRECTORS.  Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6.COMMITTEES.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

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7.WRITTEN ACTION.  Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate.  Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director.  Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith.  The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him.  Any officer may be removed, with or without cause, by the Board of Directors.  Any vacancy in any office may be filled by the Board of Directors.

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ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of Foster Wheeler Virgin Islands, Inc., a Delaware corporation, as in effect on the date hereof.

Dated:

/s/ [ILLEGIBLE]

Secretary of
Foster Wheeler Virgin Islands, Inc.

(SEAL)

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EX-3.49

Exhibit 3.49

CERTIFICATE OF INCORPORATION

OF

FOSTER WHEELER ZACK, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST:  The name of the corporation (hereinafter called the “corporation”) is FOSTER WHEELER ZACK, INC.

SECOND:  The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover 19904, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:  The total number of shares of stock which the corporation shall have authority to issue is one thousand, all of which are without par value.  All such shares are of one class and are shares of Common Stock.

FIFTH:  The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
Athena Amaxas	375 Hudson Street, 11th Floor New York, New York 10014

SIXTH:  The corporation is to have perpetual existence.

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SEVENTH:  Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH:  For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1.  The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors.  The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws.  The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies.  No election of directors need be by written ballot.

2.  After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

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3.  Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders.  Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH:  The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

TENTH:  The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ELEVENTH:  From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Signed on August 1, 1995.

/s/ [ILLEGIBLE]

Incorporator

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EX-3.50

Exhibit 3.50

BYLAWS

OF

FOSTER WHEELER ZACK, INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1.CERTIFICATES REPRESENTING STOCK.  Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation.  Any or all the signatures on any such certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law.  Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2.UNCERTIFICATED SHARES.  Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall

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be uncertificated shares.  Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

3.FRACTIONAL SHARE INTERESTS.  The corporation may, but shall not be required to, issue fractions of a share.  If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share.  A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation.  The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4.STOCK TRANSFERS.  Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

5.RECORD DATE FOR STOCKHOLDERS.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.  In order that the corporation

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may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.  In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6.MEANING OF CERTAIN TERMS.  As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

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7.STOCKHOLDER MEETINGS.

• TIME.  The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting.  A special meeting shall be held on the date and at the time fixed by the directors.

• PLACE.  Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix.  Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

• CALL.  Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

• NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined.  The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes.  The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called.  The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law.  Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation.  Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail.  If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting.  Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein.  Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

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• STOCKHOLDER LIST.  The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

• CONDUCT OF MEETING.  Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders.  The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

• PROXY REPRESENTATION.  Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting.  Every proxy must be signed by the stockholder or by his attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

• INSPECTORS.  The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability.  The inspectors, if any, shall determine the number of shares of stock outstanding

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and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them.  Except as otherwise required by subsection (e) of Section 231 of the General Corporation Law, the provisions of that Section shall not apply to the corporation.

• QUORUM.  The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business.  The stockholders present may adjourn the meeting despite the absence of a quorum.

• VOTING.  Each share of stock shall entitle the holder thereof to one vote.  Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.  Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws.  In the election of directors, and for any other action, voting need not be by ballot.

8.STOCKHOLDER ACTION WITHOUT MEETINGS.  Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

1.FUNCTIONS AND DEFINITION.  The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation.  The Board of Directors shall have the authority to fix the compensation of the

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members thereof.  The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2.QUALIFICATIONS AND NUMBER.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware.  The initial Board of Directors shall consist of two (5/4/98) persons.  Thereafter the number of directors constituting the whole board shall be at least one.  Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be three.  The number of directors may be increased or decreased by action of the stockholders or of the directors.

3.ELECTION AND TERM.  The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.  Any director may resign at any time upon written notice to the corporation.  Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.  Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

4.MEETINGS.

• TIME.  Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

• PLACE.  Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

• CALL.  No call shall be required for regular meetings for which the time and place have been fixed.  Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

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• NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.   No notice shall be required for regular meetings for which the time and place have been fixed.  Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat.  Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein.  Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

• QUORUM AND ACTION.   A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board.  A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place.  Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.  The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

• CHAIRMAN OF THE MEETING.   The Chairman of the Board, if any and if present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5.REMOVAL OF DIRECTORS.   Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6.COMMITTEES.   The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The Board may designate one or more directors

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as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

7.WRITTEN ACTION.   Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate.  Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director.  Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith.  The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him.  Any officer may

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be removed, with or without cause, by the Board of Directors.  Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of FOSTER WHEELER ZACK, INC., a Delaware corporation, as in effect on the date hereof.

Dated:

Secretary of

FOSTER WHEELER ZACK, INC.

(SEAL)

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EX-3.51

Exhibit 3.51

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

AHLSTROM PYROPOWER, INC.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation” is Ahlstrom Pyropower, Inc.

2.The Certificate of Incorporation of the Corporation is hereby amended by striking out Article FIRST and by substituting in lieu of said Article the following new Article FIRST:

“FIRST:The name of the corporation (hereinafter called the “corporation”) is FW MORTSHAL, INC.”

3.The amendment of the Certificate of Incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed as of June 8, 1998

AHLSTROM PYROPOWER, INC.
By:	/s/ George L. Moken
	George L. Moken
	President

CERTIFICATE OF INCORPORATION

OF

AHLSTROM PYROPOWER, INC.

I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST:The name of the corporation is Ahlstrom Pyropower, Inc. (hereinafter referred to as the “Corporation”).

SECOND:The registered office of the Corporation is to be located at 229 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD:The Corporation is formed for the following purpose or purposes:

To engage in the business of manufacturing, buying, selling, inventing, patenting, owning, distributing, installing, leasing, licensing, repairing, importing, exporting, and generally dealing in and with industrial and utility boilers and boiler machinery, products, materials, and accessories of all kinds used in connection therewith, and to do any and all acts or to enter into any and all transactions that may be connected therewith.

To engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.

FOURTH:The total number of shares of stock which the Corporation is authorized to issue is 1,000 shares of common stock and the par value of each of such shares is $1.00.

FIFTH:The name and address of the incorporator is as follows:

NAME	ADDRESS
Dean Holbrook	420 Lexington Avenue New York, New York 10170

SIXTH:The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(1)The number of directors of the Corporation shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws.  Election of directors need not be by ballot unless the by-laws so provide.

(2)The Board of Directors shall have power without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the by-laws of the Corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

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(3)The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

(4)In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this certificate, and to any by-laws from time to time made by the stockholders; provided, however, that no by-laws so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

SEVENTH:The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

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EIGHTH:Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

NINTH:The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the Delaware General Corporation Law, as the same may be amended or supplemented.  Any repeal or modification of this ninth provision shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

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TENTH:The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, I have hereunto set my hand the 15th day of August, 1989.

/s/ Dean Holbrook

Dean Holbrook, Incorporator

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EX-3.52

Exhibit 3.52

AHLSTROM PYROPOWER, INC.

BY-LAWS

As Adopted August 18, 1989

AHLSTROM PYROPOWER, INC.

BY-LAWS

TABLE OF CONTENTS

SECTION
ARTICLE I		STOCKHOLDERS
1.01	Annual Meetings
1.02	Special Meetings
1.03	Notice of Meetings; Waiver
1.04	Quorum
1.05	Voting
1.06	Voting by Ballot
1.07	Adjournment
1.08	Proxies
1.09	Organization; Procedure
1.10	Consent of Stockholders in Lieu of Meeting
ARTICLE II		BOARD OF DIRECTORS
2.01	General Powers
2.02	Number and Term of Office
2.03	Election of Directors
2.04	Annual and Regular Meetings
2.05	Special Meetings; Notice
2.06	Quorum; Voting
2.07	Adjournment
2.08	Action Without a Meeting
2.09	Regulations; Manner of Acting
2.10	Action by Telephonic Communications
2.11	Resignations
2.12	Removal of Directors
2.13	Vacancies and Newly Created Directorships
2.14	Compensation
2.15	Reliance on Records and Reports, etc.
ARTICLE III		EXECUTIVE COMMITTEE AND OTHER COMMITTEES
3.01	How Constituted
3.02	Powers
3.03	Proceedings
3.04	Quorum and Manner of Acting
3.05	Action by Telephonic Communications

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3.06	Absent or Disqualified Members
3.07	Resignations
3.08	Removal
3.09	Vacancies
ARTICLE IV		OFFICERS
4.01	Number
4.02	Election
4.03	Salaries
4.04	Removal and Resignation; Vacancies
4.05	Authority and Duties of Officers
4.06	The Chairman
4.07	The President
4.08	The Vice President
4.09	The Secretary
4.10	The Treasurer
4.11	Additional Officers
4.12	Security
ARTICLE V		CAPITAL STOCK
5.01	Certificates of Stock, Uncertificated Shares
5.02	Transfer Agent and Registrar
5.03	Signatures; Facsimile
5.04	Lost, Stolen or Destroyed Certificates
5.05	Transfer of Stock
5.06	Record Date
5.07	Registered Stockholders
ARTICLE VI		INDEMNIFICATION
6.01	Nature of Indemnity
6.02	Advance Payment of Expenses
ARTICLE VII		OFFICES
7.01	Registered Office
7.02	Other Offices
ARTICLE VIII		GENERAL PROVISIONS
8.01	Dividends
8.02	Reserves
8.03	Execution of Instruments
8.04	Corporate Indebtedness

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8.05	Deposits
8.06	Checks
8.07	Sale, Transfer, etc. of Securities
8.08	Voting as Stockholder
8.09	Fiscal Year
8.10	Seal
8.11	Books and Records; Inspection
ARTICLE IX		AMENDMENT OF BY-LAWS
9.01	Amendment
ARTICLE X		CONSTRUCTION
10.01	Construction

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AHLSTROM PYROPOWER, INC.

BY-LAWS

As adopted on August     , 1989

ARTICLE I

STOCKHOLDERS

Section 1.01.Annual Meetings.  The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or without the State of Delaware, and at such date and hour as shall be determined by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting.

Section 1.02.Special Meetings.  Special meetings of the stockholders may be called at any time by the Chairman, by the President (or, in the event of his absence or disability, by any Executive Vice President, Senior Vice President or Vice President), or by the Board of Directors. A special meeting shall be called by the Chairman, by the President (or, in the event of his absence or disability, by any Vice President), or by the Secretary, immediately upon receipt of a written request therefor by stockholders holding in the aggregate not less than a majority of the outstanding shares of the Corporation at the time entitled to vote at any meeting of the stockholders.  If such officers or the Board of Directors shall fail to call such meeting within 20 days after receipt of such request, any stockholder executing such request may call such meeting. Such special meetings of the stockholders shall be held at such places, within or without the State of Delaware, as shall be specified in the respective notices or waivers of notice thereof.

Section 1.03.Notice of Meetings; Waiver.  The Secretary or any Assistant Secretary shall cause written notice of the place, date and hour of each meeting of the stockholders, and the general nature of the business to be considered, to be given personally or by mail, not less than ten nor more than sixty days prior to the meeting, to each stockholder of record entitled to vote at such meeting. If such notice is mailed, it shall be deemed to have been given

to a stockholder when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the record of stockholders of the Corporation, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, then directed to him at such other address. Such further notice shall be given as may be required by law.

No notice of any meeting of stockholders need be given to any stockholder who submits a signed waiver of notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a written waiver of notice. The attendance of any stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting and objects, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

Section 1.04.Quorum.  Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or by proxy of the holders of record of a majority of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting.

Section 1.05.Voting.  If, pursuant to Section 5.05 of these By-Laws, a record date has been fixed, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share outstanding in his name on the books of the Corporation at the close of business on such record date. If no record date has been fixed, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share of stock standing in his name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. Except as otherwise required by law or by the Certificate of Incorporation, the vote of a majority of

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the shares present in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting.

Section 1.06.Voting by Ballot.  No vote of the stockholders need be taken by written ballot or conducted by inspectors of election, unless otherwise required by law. Any vote which need not be taken by ballot may be conducted in any manner approved by the meeting.

Section 1.07.Adjournment.  If a quorum is not present at any meeting of the stockholders, the stockholders present in person or by proxy shall have the power to adjourn any such meeting from time to time until a quorum is present. Notice of any adjourned meeting of the stockholders of the Corporation need not be given if the place, date and hour thereof are announced at the meeting at which the adjournment is taken, provided, however, that if the adjournment is for more than thirty days, or if after the adjournment a new record date for the adjourned meeting is fixed pursuant to Section 5.06 of these By-Laws, a notice of the adjourned meeting, conforming to the requirements of Section 1.03 hereof, shall be given to each stockholder of record entitled to vote at such meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted on the original date of the meeting.

Section 1.08.Proxies.  Any stockholder entitled to vote at any meeting of the stockholders or to express consent to or dissent from corporate action without a meeting may, by a written instrument signed by such stockholder or his attorney-in-fact, authorize another person or persons to vote at any such meeting and express such consent or dissent for him by proxy. No such proxy shall be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where applicable law provides that a proxy shall be irrevocable. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary.

Section 1.09.Organization; Procedure.  At every meeting of stockholders the presiding officer shall be the

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Chairman or, in the event of his absence or disability, a presiding officer chosen by a majority of the stockholders present in person or by proxy. The Secretary, or in the event of his absence or disability, the Assistant Secretary, if any, or in the event of his absence or disability or if there be no Assistant Secretary, an appointee of the presiding officer, shall act as secretary of the meeting. The order of business and all other matters of procedure at every meeting of stockholders may be determined by such presiding officer.

Section 1.10.Consent of Stockholders in Lieu of Meeting.  To the fullest extent permitted by law, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent in writing, setting forth the action so taken, shall be signed by holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not so consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01.General Powers.  Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation.

Section 2.02.Number and Term of Office.  The number of directors shall be one (1) or more, as established by resolution of the stockholders or the Board of Directors, from time to time. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.

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Section 2.03.Election of Directors.  Except as otherwise provided in Sections 2.12 and 2.13 of these By-Laws, the Directors shall be elected at each annual meeting of the stockholders. At each meeting of the stockholders for the election of Directors, provided a quorum is present, the Directors shall be elected by a plurality of the votes validly cast in such election.

Section 2.04.Annual and Regular Meetings.  The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held as soon as possible following adjournment of the annual meeting of the stockholders at such place as shall be determined by the Board of Directors. Notice of such annual meeting of the Board of Directors need not be given. The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and hour of such meetings. Notice of regular meetings need not be given, provided, however, that if the Board of Directors fix or change the time or place of any regular meeting, notice of such action shall be mailed promptly, or sent by telegram, radio or cable, or personally delivered, to each Director who was not present at the meeting at which such action was taken, addressed to him at his usual place of business. Notice of such action need not be given to any Director who attends the first regular meeting after such action is taken without protesting the lack of notice to him, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.

Section 2.05.Special Meetings; Notice.  Special meetings of the Board of Directors shall be held whenever called by the Chairman or, in the event of his absence or disability, by the President or any Vice President, either on his own initiative or on the written request of any two directors, at such place (within or without the State of Delaware), date and hour as may be specified in the respective notices or waivers of notice of such meetings. Special meetings of the Board of Directors may be called on 24 hours’ notice, if notice is given to each Director personally or by telephone, telegram or facsimile transmission, or on five days’ notice, if notice is mailed to each Director, addressed to him at his usual place of business. Notice of any special meeting need not be given to any Director who attends such meeting without protesting the lack of notice

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to him, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting, and any business may be transacted thereat.

Section 2.06.Quorum; Voting.  At all meetings of the Board of Directors, the presence of a majority of the total authorized number of Directors shall constitute a quorum for the transaction of business. Except as otherwise required by law, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.07.Adjournment.  A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board of Directors to another time or place. No notice need be given of any adjourned meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.05 shall be given to each Director.

Section 2.08.Action Without a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 2.09.Regulations; Manner of Acting.  To the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the property, affairs and business of the Corporation as the Board of Directors may deem appropriate. The Directors shall act only as a Board, and the individual Directors shall have no power as such.

Section 2.10.Action by Telephonic Communications.  Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

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Section 2.11.Resignations.  Any Director may resign at any time by delivering a written notice of resignation, signed by such Director, to the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 2.12.Removal of Directors.  Any Director may be removed at any time, either with or without cause, upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote for the election of such Director, cast at a special meeting of stockholders called for the purpose. Any vacancy in the Board of Directors caused by any such removal may be filled at such meeting by a majority of the stockholders entitled to vote. If such stockholders do not fill such vacancy at such meeting (or in the written instrument effecting such removal, if such removal was effected by consent without a meeting), such vacancy may be filled in the manner provided in Section 2.13 of these By-Laws.

Section 2.13.Vacancies and Newly Created Directorships.  If any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of Directors shall be increased, the Directors then in office, shall continue to act, and a majority of the Directors then in office although less than a quorum, may elect any qualified person to fill such vacancies and newly created directorships. A Director so elected to fill a vacancy or a newly created directorship shall hold office until his successor has been elected and qualified or until his earlier death, resignation or removal. Any such vacancy or newly created directorship may also be filled at any time by vote of the stockholders.

Section 2.14.Compensation.  The amount, if any, which each Director shall be entitled to receive as compensation for his services as such shall be fixed from time to time by resolution of the Board of Directors.

Section 2.15.Reliance on Records and Reports, etc.  A member of the Board of Directors, or a member of any Committee designated by the Board of Directors, shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by

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any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE III

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 3.01.How Constituted.  The Board of Directors may, by resolution adopted by a majority of the whole Board of Directors, designate one or more Committees, including an Executive Committee, each such Committee to consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any such Committee, who may replace any absent or disqualified member or members at any meeting of such Committee. Thereafter, members (and alternate members, if any) of each such Committee may be designated at the annual meeting of the Board of Directors. Any such Committee may be abolished or re-designated from time to time by the Board of Directors. Each member (and each alternate member) of any such Committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his successor shall have been designated or until he shall cease to be a Director, or until his earlier death, resignation or removal.

Section 3.02.Powers.  During the intervals between the meetings of the Board of Directors, the Executive Committee, except as otherwise provided in this section, shall have and may exercise all the powers and authority of the Board of Directors in the management of the property, affairs and business of the Corporation. Each such other Committee, except as otherwise provided in this section, shall have and may exercise such powers of the Board of Directors as may be provided by resolution or resolutions of the Board of Directors. Neither the Executive Committee nor any such other Committee shall have the power or authority:

(a)to amend the Certificate of Incorporation (except that a Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the General Corporation Law of the State of Delaware, fix the des-

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ignations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series),

(b)to adopt an agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law of the State of Delaware,

(c)to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets,

(d)to recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution,

(e)to amend these By-Laws,

(f)to authorize the issuance of stock of the Corporation, or

(g)to declare a dividend.

The Executive Committee shall have, and any such other Committee may be granted by the Board of Directors, power to authorize the seal of the Corporation to be affixed to any or all papers which may require it.

Section 3.03.Proceedings.  Each such Committee may fix its own rules of procedure and may meet at such place (within or without the State of Delaware), at such time and upon such notice, if any, as it shall determine from time to time. Each such Committee shall keep minutes of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following any such proceedings.

Section 3.04.Quorum and Manner of Acting.  Except as may be otherwise provided in the resolution creating such Committee, at all meetings of any Committee the presence of members (or alternate members) constituting a majority of the total authorized membership of such Committee

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shall constitute a quorum for the transaction of business.  The act of the majority of the members present at any meeting at which a quorum is present shall be the act of such Committee.  Any action required or permitted to be taken at any meeting of any such Committee may be taken without a meeting, if all members of such Committee shall consent to such action in writing and such writing or writings are filed with the minutes of the proceedings of the Committee.  The members of any such Committee shall act only as a Committee, and the individual members of such Committee shall have no power as such.

Section 3.05.Action by Telephonic Communications.  Members of any Committee designated by the Board of Directors may participate in a meeting of such Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 3.06.Absent or Disqualified Members.  In the absence or disqualification of a member of any Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 3.07.Resignations.  Any member (and any alternate member) of any Committee may resign at any time by delivering a written notice of resignation, signed by such member, to the President or the Secretary.  Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 3.08.Removal.  Any member (and any alternate member) of any Committee may be removed at any time, either with or without cause, by resolution adopted by a majority of the entire Board of Directors.

Section 3.09.Vacancies.  If any vacancy shall occur in any Committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members (and any alternate members) shall continue to act, and any such vacancy may be filled by the Board of Directors.

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ARTICLE IV

OFFICERS

Section 4.01.Number.  The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chairman, a President, a Secretary and a Treasurer.  The Board of Directors also may elect one or more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Secretaries and/or Assistant Treasurers in such numbers as the Board of Directors may determine.  Any number of offices may be held by the same person.  No officer need be a Director of the Corporation.

Section 4.02.Election.  Unless otherwise determined by the Board of Directors, the officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, and shall be elected to hold office until the next succeeding annual meeting of the Board of Directors.  In the event of the failure to elect officers at such annual meeting, officers may be elected at any regular or special meeting of the Board of Directors.  Each officer shall hold office until his successor has been elected and qualified, or until his earlier death, resignation or removal.

Section 4.03.Salaries.  The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 4.04.Removal and Resignation; Vacancies.  Any officer may be removed with or without cause at any time by the Board of Directors.  Any officer may resign at any time by delivering a written notice of resignation, signed by such officer, to the Board of Directors or the President.  Unless otherwise specified therein, such resignation shall take effect upon delivery.  Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors.

Section 4.05.Authority and Duties of Officers.  The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these By-Laws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

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Section 4.06.The Chairman.  The Chairman shall preside at all meetings of the stockholders and at all meetings of the directors at which he is present and shall have the power to call special meetings of the stockholders and special meetings of the directors at any time.  The Chairman shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 4.07.The President.  The President shall be the chief executive officer and the chief operating officer of the Corporation, shall have general control and supervision of the policies and operations of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.  He shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer and a chief operating officer of a corporation.  He shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Corporation, and together with the Secretary or an Assistant Secretary, conveyances of real estate and other documents and instruments to which the seal of the Corporation is affixed.  He shall have the authority to cause the employment or appointment of such employees and agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or agent elected or appointed by the President or the Board of Directors.  The President shall perform such other duties and have such other powers as the Board of Directors or the Chairman may from time to time prescribe.

Section 4.08.The Vice President.  Each Vice President, if any, shall perform such duties and exercise such powers as may be assigned to him from time to time by the President.  In the absence of the President, the duties of the President, shall be performed and his powers may be exercised by such Vice President as shall be designated by the President, or failing such designation, such duties shall be performed and such powers may be exercised by a Vice President, in the order of their earliest election to that office; subject in any case to review and superseding action by the President.

Section 4.09.The Secretary.  The Secretary shall have the following powers and duties:

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(a)He shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders and of the Board of Directors in books provided for that purpose.

(b)He shall cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by law.

(c)Whenever any Committee shall be appointed pursuant to a resolution of the Board of Directors, he shall furnish a copy of such resolution to the members of such Committee.

(d)He shall be the custodian of the records and of the seal of the Corporation and cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized in accordance with these By-Laws, and when so affixed he may attest the same.

(e)He shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the Certificate of Incorporation or these By-Laws.

(f)He shall have charge of the stock books and ledgers of the Corporation and shall cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the Corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each became such holder of record.

(g)He shall sign (unless the Treasurer, an Assistant Treasurer or Assistant Secretary shall have signed) certificates representing shares of the Corporation the issuance of which shall have been authorized by the Board of Directors.

(h)He shall perform, in general, all duties incident to the office of Secretary and such other duties as may be specified in these By-Laws or as may

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be assigned to him from time to time by the Board of Directors or the President.

Section 4.10.The Treasurer.  The Treasurer shall have the following powers and duties:

(a)He shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation, and shall keep or cause to be kept full and accurate records of all receipts of the Corporation.

(b)He shall cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be selected in accordance with Section 8.05 of these By-Laws.

(c)He shall cause the moneys of the Corporation to be disbursed by checks or drafts (signed as provided in Section 8.06 of these By-Laws) upon the authorized depositaries of the Corporation and cause to be taken and preserved proper vouchers for all moneys disbursed.

(d)He shall render to the Board of Directors or the President, whenever requested, a statement of the financial condition of the Corporation and of all his transactions as Treasurer, and render a full financial report at the annual meeting of the stockholders, if called upon to do so.

(e)He shall be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation.

(f)He may sign (unless an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing stock of the Corporation the issuance of which shall have been authorized by the Board of Directors.

(g)He shall perform, in general, all duties incident to the office of Treasurer and such other duties as may be specified in these By-Laws or as may

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be assigned to him from time to time by the Board of Directors or the President.

Section 4.11.Additional Officers.  The Board of Directors may appoint such other officers and agents as it may deem appropriate, and such other officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as may be determined from time to time by the Board of Directors.  The Board of Directors from time to time may delegate to any officer or agent the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties.  Any such officer or agent may remove any such subordinate officer or agent appointed by him, with or without cause.

Section 4.12.Security.  The Board of Directors may require any officer or agent of the Corporation to provide security for the faithful performance of his duties, in such amount and of such character as may be determined from time to time by the Board of Directors.

ARTICLE V

CAPITAL STOCK

Section 5.01.Certificates of Stock, Uncertificated Shares.  The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until each certificate is surrendered to the Corporation.  Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock in the Corporation represented by certificates and, upon request, every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of, the Corporation, by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, representing the number of shares registered in certificate form.  Such certificate shall be in such form as the Board of Directors may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws.  Within a reasonable time after the issuance of uncertificated stock, the Corporation shall send to

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the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of the State of Delaware.

Section 5.02.Transfer Agent and Registrar.  The Board of Directors may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.

Section 5.03.Signatures;  Facsimile.  Any of such signatures on the certificate may be a facsimile, engraved or printed, to the extent permitted by law.  In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.04.Lost, Stolen or Destroyed Certificates.  The Board of Directors may direct that a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon delivery to the Board of Directors of an affidavit of the owner or owners of such certificate, setting forth such allegation.  The Board of Directors may require the owner or owners of such lost, stolen or destroyed certificate, or his or their legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

Section 5.05.Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.  Upon written request to the Corporation to transfer uncertificated shares, accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall record the transfer on its books.  Within a reasonable time

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after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of the State of Delaware.  Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so.  Subject to the provisions of the Certificate of Incorporation and these By-Laws, the Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

Section 5.06.Record Date.  In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more then sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 5.07.Registered Stockholders.  Prior to due surrender of a certificate for registration of transfer, or due written notice of transfer of uncertificated shares pursuant to Section 5.05 of these By-Laws, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate or of such uncertificated shares, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim or interests.

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ARTICLE VI

INDEMNIFICATION

Section 6.01.Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to become a director, officer, employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, to the fullest extent permitted by applicable law.

Section 6.02.Advance Payment of Expenses.  Expenses incurred by a director or officer in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article.  Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.  The Board of Directors may authorize the Corporation’s counsel to represent such director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

ARTICLE VII

OFFICES

Section 7.01.Registered Office.  The registered office of the Corporation in the State of Delaware shall be located at The Prentice-Hall Corporation System, Inc., 229 South State Street, the City of Dover, County of Kent.

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Section 7.02.Other Offices.  The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01.Dividends.  Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors and any such dividend may be paid in cash, property or shares of the Corporation.

Section 8.02.Reserves.  There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may similarly modify or abolish any such reserve.

Section 8.03.Execution of Instruments.  The President, any Vice President, the Secretary or the Treasurer may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation.  The Board of Directors or the President may authorize any other officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation.  Any such authorization may be general or limited to specific contracts or instruments.

Section 8.04.Corporate Indebtedness.  No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors or the President.  Such authorization may be general or confined to specific instances.  Loans so authorized may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual.  All bonds, debentures, notes and other obligations or

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evidences, of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors or the President shall authorize. When so authorized by the Board of Directors or the President, any part of or all the properties, including contract rights, assets, business or good will of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

Section 8.05.Deposits.  Any funds of the Corporation may be deposited from time to time in such banks, trust companies or other depositaries as may be determined by the Board of Directors or the President, or by such officers or agents as may be authorized by the Board of Directors or the President to make such determination.

Section 8.06.Checks.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such agent or agents of the Corporation, and in such manner, as the Board of Directors or the President from time to time may determine.

Section 8.07.Sale, Transfer, etc. of Securities.  To the extent authorized by the Board of Directors or by the President, any Vice President, the Secretary or the Treasurer or any other officers designated by the Board of Directors or the President may sell, transfer, endorse, and assign any shares of stock, bonds or other securities owned by or held in the name of the Corporation, and may make, execute and deliver in the name of the Corporation, under its corporate seal, any instruments that may be appropriate to effect any such sale, transfer, endorsement or assignment.

Section 8.08.Voting as Stockholder.  Unless otherwise determined by resolution of the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders of any corporation in which the Corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock. Such officers acting on behalf of the Corporation shall have full power and authority to execute

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any instrument expressing consent to or dissent from any action of any such corporation without a meeting. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

Section 8.09.Fiscal Year.  The fiscal year of the Corporation shall commence on the first day of January of each year (except for the Corporation’s first fiscal year which shall commence on the date of incorporation) and shall terminate in each case on December 31 of that year.

Section 8.10.Seal.  The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware.”  The form of such seal shall be subject to alteration by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section 8.11.Books and Records; Inspection.  Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board of Directors.

ARTICLE IX

AMENDMENT OF BY-LAWS

Section 9.01.Amendment.  These By-Laws may be amended, altered or repealed

(a)by resolution adopted by a majority of the Board of Directors at any special or regular meeting of the Board of Directors if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting; or

(b)at any regular or special meeting of the stockholders if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting.

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ARTICLE X

CONSTRUCTION

Section 10.01.Construction.  In the event of any conflict between the provisions of these By-Laws as in effect from time to time and the provisions of the Certificate of Incorporation of the Corporation as in effect from time to time, the provisions of such Certificate of Incorporation shall be controlling.

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EX-3.53

Exhibit 3.53

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

•First:  The name of the limited liability company is FW Technologies Holding, LLC.

•Second:  The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington

The name of its Registered agent at such address is Corporation Service Company

In Witness Whereof, the undersigned has executed this Certificate of Formation of FW Technologies Holding, LLC this 19^th day of October, 2000.

By:	/s/ John A. Doyle
	John A. Doyle, Jr.

EX-3.54

Exhibit 3.54

LIMITED LIABILITY COMPANY AGREEMENT

OF

FW TECHNOLOGIES HOLDING, LLC

* * * * *

This Limited Liability Company Agreement (the “Agreement”) of FW Technologies Holding, LLC, dated as of the 19th day of October, 2000, by and between FW Technologies Holding, LLC, (the “Company”), a limited liability company organized under the laws of the State of Delaware, Foster Wheeler Corporation (“Foster Wheeler”) and Perryville Service Company Ltd.  (“Perryville”), (Foster Wheeler and Perryville each, a “Member” and, together with any other member admitted to the Company pursuant to the terms of this Agreement, the “Members”).

W I T N E S S E T H:

WHEREAS the Company was formed on October 19, 2000, pursuant to the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Act”).

NOW WHEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby mutually covenant and agree as follows:

1.             Formation.  The Company has been previously formed as a limited liability company pursuant to the provisions of the Act by John A. Doyle, Jr., an authorized person, by the filing of the Certificate of Formation of the Company with the Secretary of State of Delaware.  The Members hereby adopts, confirms and ratifies said Certificate of Formation and all acts taken by the authorized person in connection therewith.

2.             Name.  The name of the limited liability company is “FW Technologies Holding, LLC”.  All business of the Company shall be conducted under such name.

3.             Purpose.  The Company is organized for the purpose of engaging in any act or activity for which limited liability companies may be organized under the Act, in accordance with this Agreement.

4.             Manager; Powers.  The business and affairs of the Company shall be managed by one or more “managers” of the Company within the meaning of the Act (each a “Manager”).  The Managers shall be appointed by the Members holding at least a majority of the then outstanding membership interests (the “Membership Interests”) as set forth in a register (the “Register”) to be maintained by the Managers (the “Required Members”) and may be removed at any time by the Required Members.  Each Manager shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by a manager of a limited liability company under the laws of the State of Delaware, including the power to delegate such of its power and authority to one or more officers or employees of the Company.  If at any time there is no Manager, or the Managers are otherwise unable or unwilling to perform their duties hereunder, the powers of the Manager shall be vested in the Members.  Messrs.  Rakesh Jindal, Robert A. Koeckert and Steven I. Weinstein are hereby designated as the initial Managers.

Except as provided in the Act or as expressly provided in this Agreement, each Manager shall have the exclusive power and authority over the conduct of the business of the operations and affairs of the Company.  Each Manager is hereby authorized and empowered, on behalf and in the name of the Company, to (i) carry out the purposes of the Company and (ii) perform all acts, and enter into and to perform all contracts, agreements and other undertakings, which each Manager may in his or her sole discretion deem necessary or advisable, or which are incidental, to carry out the business or the purposes of the Company and which are not in contravention of this Agreement.  Any action taken by each Manager shall constitute the act of and serve to bind the Company and each Member.

Each Manager shall have the sole power to bind the Company, except to the extent that such power and authority is expressly delegated to any other Person by the Manager or this Agreement.  No delegation of power and authority by the Manager shall cause the Manager to cease to be the Manager.  Except as permitted by each Manager or this Agreement, no Member shall have any right or authority to take any action on behalf of the Company or to bind the Company with respect to third Persons.

Each Manager shall hold office until his or her death, resignation or removal.

5.             Registered Office.  The name and address of the registered office of the Company within the State of Delaware shall be 2711 Centerville Road, Suite 400, Wilmington, Delaware 19805.  The Company may establish any other place of business as the Manager may from time to time deem advisable.

6.             Registered Agent.  The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19805.

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7.             Initial Capital Contribution.  The Members have contributed the property set forth on the attached Register of Members, Capital Contributions and Membership Interests as its capital contribution to the Company.

No Member shall be required to make any additional capital contribution to the Company without such Member’s consent.  The Members may agree to do so from time to time by unanimous written consent.

8.             Dissolution.  The Company shall dissolve, and its affairs shall be wound up upon the unanimous election by the Members to so dissolve, liquidate and terminate the Company.  Notwithstanding anything to the contrary contained herein, the bankruptcy, death, dissolution, expulsion or incapacity of a Member, or the occurrence of any other event which terminates the continued membership of a Member in the Company, shall not cause the dissolution of the Company, and the Members are expressly authorized to continue the business of the Company in such event, without any further action on the part of the Members.

9.             Distributions.  Distributions shall be made to the Members at the times and in the aggregate amounts determined by the Members.  Such distributions shall be allocated among the Members in proportion to the percentage interests of the Members, as set forth in the Register.

10.           Transfers.  A Member may not transfer, assign, pledge, hypothecate or encumber, in whole or in part, its interest in the Company, without the prior written consent of all the other Members.

11.           No Resignation.  No Member shall be entitled to resign or withdraw from the Company, and no Member shall be entitled to receive any distribution or otherwise receive the fair market value of its interest in the Company in compensation for any purported resignation or withdrawal from the Company.

12.           Admission of Additional Members.  One or more additional members of the Company may be admitted to the Company with the consent of Members representing 100% of the Membership Interests in the Company.

13.           Limitation on Liability of Members.  The Members shall not be bound by or be personally liable for, by reason of being a Member or Manager, a judgment, decree or order of a court or in any other manner, for the expenses, liabilities or obligations of the Company, and the liability of each Member shall be limited solely to the amount of its capital contributions.

14.           Indemnification of Authorized Person.  The Company agrees to indemnify Foster Wheeler and Perryville, the “authorized persons” within the meaning of the Act (the “Authorized Persons”) and/or any person employing, or employed by, the Authorized Persons fully for any and all acts relating to the formation of the Company that may have occurred prior to the execution of this Agreement.

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15.           Officers.  The Members may designate persons as officers of the Company and such officers may consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and other officers (each an “Officer”, collectively the “Officers”).  Such Officers may engage in any activities in connection with the Company’s purpose and activities as set for in this Agreement.  All such Officers shall act in accordance with this Agreement.  When the duties do not conflict, any two or more offices may be held by the same individual.  The duties of any such Officer may be exercised jointly with, or delegated in whole or in part to, the Members.

15.1         Powers and Duties of the President.  The President shall be the chief executive officer of the Company and shall have such powers and perform such duties as are prescribed from time to time in connection with his or her appointment.

15.2         Powers and Duties of a Vice President.  In the absence or disability of the President, any Vice President shall have the authority to perform all of the duties of the President, and when so acting shall have all the powers of, and be subject to all of the restrictions upon, the President.  Vice Presidents shall have such other powers and perform such other duties as are prescribed from time to time in connection with their appointment.

15.3         Powers and Duties of the Secretary.  The Secretary shall keep the seal of the Company and affix the same to all instruments executed by the Company which require it, maintain custody of and keep complete and correct books of record and account, minutes of the meetings and proceedings of the Company and other records of the Company and generally perform all duties which pertain to the Secretary’s office.

15.4         Duties of the Treasurer.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Company and shall deposit all such funds to the credit of the Company in such depositories as may be designated from time to time by the Members.  The Treasurer shall disburse the funds of the Company as may form time to time be ordered by the President.  The Treasurer shall render to the President and Members, upon request, an account of all transactions as Treasurer.

15.5         Assistant Secretaries.  The Members may from time to time appoint additional Assistant Secretaries.  In the event of the absence or disability of the Secretary, his or her duties and powers shall be performed and exercised by an Assistant Secretary.

15.6         Assistant Treasurers.  The Members may from time to time appoint additional Assistant Treasurers.  In the event of the absence or disability of the Treasurer, his or her duties and powers shall be performed and exercised by an Assistant Treasurer.

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16.           Governing Law.  This Agreement, including its existence, validity, construction and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware.

17.           Amendments.  The vote of all of the Members and the Company shall be necessary to amend or repeal this Agreement or to adopt a new Agreement.

IN WITNESS WHEREOF, the Members and the Company have entered into this Agreement as of the day and year first above written.

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FOSTER WHEELER CORPORATION
By:	/s/ Thomas R. O’Brien
	Name:		Thomas R. O’Brien
	Title:		General Counsel and Senior Vice President Corporate Affairs
PERRYVILLE SERVICE COMPANY LTD.
By:	/s/ Lisa Fries Gardner
	Name:		Lisa Fries Gardner
	Title:		Director
FW TECHNOLOGIES HOLDING, LLC
By:	/s/ Steven I. Weinstein
	Name:	Steven I. Weinstein
	Title:	Manager

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REGISTER OF MEMBERS, CAPITAL CONTRIBUTIONS
AND MEMBERSHIP INTERESTS

Member Name and and Address	Capital Contribution		Membership Interest
Foster Wheeler Corporation	$	999.00	99.9	%
Perryville Corporate Park
Clinton, NJ 08809-4000
Perryville Service Company Ltd.	$	1.00	.1	%
Clarendon House
2 Church Street
P.O. Box HM 1022
Hamilton HM DX
Bermuda

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EX-3.55

Exhibit 3.55

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Glitsch International, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  That by unanimous written consent in lieu of meeting of the Board of Directors of Glitsch International, Inc. (the “Corporation”), resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be read as follows:

“FIRST:  The name of the corporation is HFM International, Inc.”

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said Glitsch International, Inc. has caused this certificate to be signed by Robin A. Kornmeyer, an Authorized Officer, this 10th day of July, 1997.

BY:	/s/ Robin A. Kornmeyer
TITLE OF OFFICER:		President
Robin A. Kornmeyer

Certificate of Amendment of Certificate of Incorporation

of

Glitsch International, Inc.

It is hereby certified that:

1.   The name of the corporation (hereinafter called the “corporation”) is Glitsch International, Inc.

2.   The certificate of incorporation of the corporation is hereby amended by striking out Article Fourth thereof and by substituting in lieu of said Article the following new Article:

FOURTH:  The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000). The par value of each of such shares is One Hundred Dollars ($100.00).  All such shares are of one class and are shares of Common Stock.

3.   The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed and attested to on March 1, 1990.

	/s/ John L. Van Buren
	John L. Van Buren - President
Attest:
/s/ Robin A. Kornmeyer
Robin A. Kornmeyer - Secretary

CERTIFICATE OF AMENDMENT OF CERTIFICATE
OF INCORPORATION BEFORE PAYMENT OF
ANY PART OF THE CAPITAL

OF

GLITSCH USA, INC.

It is hereby certified that:

1.   The name of the corporation (hereinafter called the “corporation”) is Glitsch USA, Inc.

2.   The corporation has not received any payment for any of its stock.

3.   The certificate of incorporation of the corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article FIRST the following new Article FIRST:

“FIRST:   The name of the corporation (hereinafter called the “corporation”) is GLITSCH INTERNATIONAL, INC.”

4.   The amendment of the certificate of incorporation of the corporation herein certified was duly adopted, pursuant to the provisions of Section 241 of the General Corporation Law of the State of Delaware, by at least a majority of the directors named in the original certificate of incorporation.

Signed on October 6, 1988.

/s/ Richard J. Norton	/s/ Alan K. Hegedus
Richard J. Norton	Alan K. Hegedus
/s/ Jerry L. Thompson	/s/ Robert C. McKelvy
Jerry L. Thompson	Robert C. McKelvy
/s/ Morris Wade	/s/ John Van Buren
Morris Wade	John Van Buren
/s/ Robert W. Hill
Robert W. Hill

CERTIFICATE OF INCORPORATION

OF

GLITSCH USA, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST:    The name of the corporation (hereinafter called the “corporation”) is

GLITSCH USA, INC.

SECOND:    The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 229 South State Street, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware is The Prentice-Hall Corporation System, Inc.

THIRD:     The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:  The total number of shares of stock which the corporation shall have authority to issue is One Hundred Thousand (100,000).  The par value of each of such shares is One Hundred Dollars ($100.00).  All such shares are of one class and are shares of Common Stock.

FIFTH:      The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
N. S. Truax	229 South State Street, Dover, Delaware

SIXTH:     The corporation is to have perpetual existence.

SEVENTH:             Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH:                For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1.             The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors.  The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-Laws.  The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies.  No election of directors need be by written ballot.

2.             After the original or other By-Laws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received

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any payment for any of its stock, the power to adopt, amend, or repeal the By-Laws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-Law or in a By-Law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3.             Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders.  Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of section 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH:          The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

TENTH:         The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in

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another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ELEVENTH:  From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Signed on September 2, 1988.

/s/ N. S. Truax

N. S. Truax

Incorporator

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EX-3.56

Exhibit 3.56

BYLAWS

OF

GLITSCH USA, INC.

(a Delaware corporation)

HFM International, Inc.

ARTICLE I

STOCKHOLDERS

1.CERTIFICATES REPRESENTING STOCK.  Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation.  Any or all the signatures on any such certificate may be a facsimile.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law.  Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss,

theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2.UNCERTIFICATED SHARES.   Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares.  Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

3.FRACTIONAL SHARE INTERESTS.   The corporation may, but shall not be required to, issue fractions of a share.  If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share.  A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation.  The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4.STOCK TRANSFERS.   Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his

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attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

5.RECORD DATE FOR STOCKHOLDERS.   In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.  In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of

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Directors is required by the General Corporation law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.  In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6.MEANING OF CERTAIN TERMS.   As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

7.STOCKHOLDER MEETINGS.

•  TIME.   The annual meeting shall be held on the date and at the time fixed, from time to time, by the

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directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting.  A special meeting shall be held on the date and at the time fixed by the directors.

•  PLACE.   Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix.  Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

•  CALL.   Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

•  NOTICE OR WAIVER OF NOTICE.   Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined.  The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes.  The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called.  The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law.  Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation.  Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail.  If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned

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meeting.  Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein.  Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

•  STOCKHOLDER LIST.   The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

•  CONDUCT OF MEETING.   Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders.  The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

•  PROXY REPRESENTATION.   Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to

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participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting.  Every proxy must be signed by the stockholder or by his attorney-in-fact.  No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

•  INSPECTORS.   The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability.  The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them.

•  QUORUM.   The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business.  The stockholders present may adjourn the meeting despite the absence of a quorum.

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•  VOTING.   Each share of stock shall entitle the holders thereof to one vote.  Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.  Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws.  In the election of directors, and for any other action, voting need not be by ballot.

8.STOCKHOLDER ACTION WITHOUT MEETINGS.Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

1.FUNCTIONS AND DEFINITION.The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation.  The Board of Directors shall have the authority to fix the compensation of the members thereof.  The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2.NUMBER AND TERM.The number of directors shall be one (1) or more, as established by resolution of the stockholders or the Board of Directors, from time to time.  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.

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3.ELECTION AND TERM.   The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.  Any director may resign at any time upon written notice to the corporation.  Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.  Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

4.MEETINGS.

• TIME.   Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

• PLACE.   Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

• CALL.   No call shall be required for regular meetings for which the time and place have been fixed.  Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

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• NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.   No notice shall be required for regular meetings for which the time and place have been fixed.  Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat.  Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein.  Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

• QUORUM AND ACTION.   A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board.  A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place.  Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.  The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

• CHAIRMAN OF THE MEETING.   The Chairman of the Board, if any and if present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

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5.REMOVAL OF DIRECTORS.   Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6.COMMITTEES.   The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

7.WRITTEN ACTION.   Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing

11

them shall designate.  Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director.  Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith.  The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him.  Any officer may be removed, with or without cause, by the Board of Directors.  Any vacancy in any office may be filled by the Board of Directors.

ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

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ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of GLITSCH USA, INC., a Delaware corporation, as in effect on the date hereof.

Dated:

Secretary of
GLITSCH USA, INC.

(SEAL)

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EX-3.57

Exhibit 3.57

CERTIFICATE OF INCORPORATION

-of-

PROCESS CONSULTANTS, INC.

WE, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:

FIRST:   The name of the corporation is

PROCESS CONSULTANTS, INC.

SECOND:   The registered office of the corporation is to be located at 129 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its registered agent at that address is the United States Corporation Company.

THIRD:   The purpose of the corporation is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of Delaware.

Without limiting in any manner the scope and generality of the foregoing, it is hereby provided that the corporation shall have the following specific purposes, objects and powers:

To engage in the business of civil, mechanical, electrical and other engineering, general contracting and construction.

To engage in the business of designing, engineering and constructing power generating plants and equipment, refineries, process plants, chemical plants, pipe lines and other manufacturing, mining,

transportation, business, governmental and defense facilities of every kind and character and to engage in research, experimental, laboratory and development work in connection therewith.

To manufacture, buy, sell, deal in, and to engage in, conduct and carry on the business of manufacturing, buying, selling and dealing in goods, wares and merchandise of every class and description necessary or useful for the operations of this corporation.

To improve, manage, develop, sell, assign, transfer, lease, mortgage, pledge, or otherwise dispose of or turn to account or deal with all or any part of the property of the corporation and from time to time to vary any investment or employment of capital of the corporation.

To borrow money, and to make and issue notes, bonds, debentures, obligations and evidences of indebtedness of all kinds, whether secured by mortgage, pledge or otherwise, without limit as to amount, and to secure the same by mortgage, pledge or otherwise; and generally to make and perform agreements and contracts of every kind and description.

To the same extent as natural persons might or could do, to purchase or otherwise acquire, and to hold, own, maintain, work, develop, sell, lease, exchange, hire, convey, mortgage or otherwise dispose of and deal in, lands and leaseholds, and any interest, estate and rights in real property, and any personal or mixed property, and any franchises, rights, licenses or privileges necessary, convenient or appropriate for any of the purposes herein expressed.

To apply for, obtain, register, purchase, lease or otherwise to acquire and to hold, own, use, develop, operate and introduce, and to sell, assign, grant licenses or territorial rights in respect to, or otherwise to turn to account or dispose of, any copyrights, trade marks, trade names, brands, labels, patent rights, letters patent of the United States or of any other country or government, inventions, improvements and processes, whether used in connection with or secured under letters patent or otherwise.

To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth, either alone or in association with other corporations, firms or individuals, and to do every other act or acts, thing or things incidental or appurtenant to or growing out of or connected with the aforesaid business or powers or any part or parts thereof, provided the same be not inconsistent with the laws under which this corporation is organized.

To acquire by purchase, subscription or otherwise, and to hold for investment or otherwise and to use, sell, assign, transfer, mortgage, pledge or otherwise deal with or dispose of stocks, bonds or any other obligations or securities of any corporation or corporations; to merge or consolidate with any corporation in such manner as may be permitted by law; to aid in any manner any corporation whose stocks, bonds or other obligations are held or in any manner guaranteed by this corporation, or in which this corporation is in any way interested; and to do any other acts or things for the preservation, protection, improvement or enhancement of the value of any such stock, bonds or other obligations; and while owner of any such stock, bonds or other obligations to exercise all the rights, powers and privileges of ownership thereof, and to exercise any and all voting powers thereon; to guarantee the payment of dividends upon any stock, or the principal or interest or both, of any bonds or other obligations, and the performance of any contracts.

The business or purpose of the corporation is from time to time to do any one or more of the acts and things hereinabove set forth, and it shall have power to conduct and carry on its said business, or any part thereof, and to have one or more offices, and to exercise any or all of its corporate powers and rights, in the State of Delaware, and in the various other states, territories, colonies and dependencies of the United States, in the District of Columbia, and in all or any foreign countries.

The enumeration herein of the objects and purposes of this corporation shall be construed as powers as well as objects and purposes and shall not be deemed to exclude by inference any powers, objects

or purposes which this corporation is empowered to exercise, whether expressly by force of the laws of the State of Delaware now or hereafter in effect or impliedly by the reasonable construction of the said laws.

FOURTH:  The total number of shares of stock which the corporation is authorized to issue is two thousand (2,000), all of which are without par value.

FIFTH:  The name and address of each of the incorporators is as follows:

NAME	ADDRESS
Garvin P. Kiernan	60 Wall Street, New York, N.Y. 10005
John C. Edson	60 Wall Street, New York, N.Y. 10005
Arthur V. Richards	60 Wall Street, New York, N.Y. 10005

SIXTH:  The following provisions are inserted for the management of the business and for the conduct of the affairs of this corporation, and for further definition, limitation and regulation of the powers of this corporation and of its directors and stockholders:

(1)   The number of directors of the corporation shall be such as from time to time shall be fixed by, or in the manner provided in the by-laws.  Election of directors need not be by ballot unless the by-laws so provide.

(2)   The Board of Directors shall have power

(a)Without the assent or vote of the stock-holders, to make, alter, amend, change, add to, or repeal the By-Laws of this corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon any part of the property of

the corporation provided it be less than substantially all; to determine the use and disposition of any surplus or net profits and to fix the times for the declaration and payment of dividends.

(b)To determine from time to time whether, and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the corporation (other than the stock ledger) or any of them, shall be open to the inspection of the stockholders.

(3)   The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

(4)   In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this certificate, and to any by-laws

from time to time made by the stockholders; provided, however, that no by-laws so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

SEVENTH: No contract or other transaction between the corporation and any other corporation shall be affected or invalidated by the fact that any one or more of the directors of this corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, and any director or directors, individually or jointly may be a party or parties to or may be interested in any contract or transaction of this corporation or in which this corporation is interested; and no contract, act or transaction of this corporation with any person or persons, firm or association, shall be affected or invalidated by the fact that any director or directors of this corporation is a party, or are parties to, or interested in, such contract, act or transaction, or in any way connected with such person or persons, firm or association, and each and every person who may become a director of this corporation is hereby relieved from any liability that might otherwise exist from contracting with the corporation for the benefit of himself or any firm or corporation in which he may be in any wise interested.

EIGHTH:  Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or

intestate, is or was a director, officer or employee of this corporation or of any corporation which he served as such at the request of this corporation, shall be indemnified by the corporation against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.  Such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled by law.

NINTH:The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, we have hereunto set our hands and seals, the 3rd day of July, 1967.

In presence of

L. Calsado	GARVIN P. KIERNAN	(L.S.)
	JOHN C. EDSON	(L.S.)
	ARTHUR V. RICHARDS	(L.S.)

STATE OF NEW YORK	)
	)	S.S.:
COUNTY OF NEW YORK	)

BE IT REMEMBERED that on this 3rd day of July, 1967, personally came before me, Catherine E. McNealy, a Notary Public in and for the County and State aforesaid, Garvin P. Kiernan, John C. Edson and Arthur V. Richards, parties to the foregoing Certificate of Incorporation, known to me personally to be such, and severally acknowledged the said Certificate to be the act and deed of the signers respectively, and that the facts therein stated are true.

GIVEN under my hand and seal of office the day and year aforesaid.

	CATHERINE E. McNEALY
CATHERINE E. McNealy
NOTARY PUBLIC
STATE OF NEW YORK	[SEAL]

EX-3.58

Exhibit 3.58

B Y - L A W S

OF

PROCESS CONSULTANTS, INC.

ARTICLE I

OFFICES

SECTION 1.  PRINCIPAL OFFICE.—The principal office shall be established and maintained at the office of the United States Corporation Company, in the City of Dover, in the County of Kent, in the State of Delaware, and said corporation shall be the resident agent of this corporation in charge thereof.

SECTION 2.  OTHER OFFICES.—The corporation may have other offices, either within or outside of the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.  PLACE OF MEETINGS.—The annual meeting of stockholders shall be held in Livingston, New Jersey, at the place therein determined by the directors and set forth in the notice thereof, but other meetings of the stockholders may be held at such place or places as shall be fixed by the directors and stated in the notice of the meeting.

SECTION 2.  ANNUAL ELECTION OF DIRECTORS.—The annual meeting of stockholders for the election of directors and the transaction of other business shall be held, in each year, beginning in 1968, on the last Thursday in March, at 11:00 o’clock A. M.

If this date shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

No change of the time or place of a meeting for the election of directors, as fixed by the By-Laws, shall be made within sixty days next before the day on which such election is to be held.  In case of any change in such time or place for such election of directors, notice thereof shall be given to

each stockholder entitled to vote, in person, or by letter mailed to his last known post office address, twenty days before the election is held.

SECTION 3.  VOTING.—Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  After the first election of directors, except where the transfer books of the corporation shall have been closed or a date shall have been fixed as the record date for the determination of its stockholders entitled to vote, no share of stock shall be voted on at any election for directors which shall have been transferred on the books of the corporation within twenty days next preceding such election.  Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the residence of each, and the number of voting shares held by each, shall be prepared by the Secretary and filed in the office where the election is to be held, at least ten days before every election, and shall at all times during the usual hours for business, and during the whole time of said election, be open to examination of any stockholder.

SECTION 4.  QUORUM.—Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.  SPECIAL MEETINGS.—Special meetings of the stockholders for any purpose or purposes may be called by the

President or Secretary, and shall be called upon a requisition in writing therefor, stating the purpose or purposes thereof, delivered to the President or Secretary, signed by a majority of the directors or by twenty-five per cent in interest of the stockholders entitled to vote, or by resolution of the directors.

SECTION 6.  NOTICE OF MEETINGS.-Written or printed notice, stating the place and time of the meeting, and the general nature of the business to be considered, shall be given by the Secretary to each stockholder entitled to vote thereat at his last known post-office address, at least ten days before the meeting in the case of an annual meeting and five days before the meeting in the case of a special meeting.

No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 7.  ACTION WITHOUT MEETING.—Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

ARTICLE III

DIRECTORS

SECTION 1.  NUMBER AND TERM.—The number of directors shall be one (1) or more, as established by resolution of the stockholders or the Board of Directors, from time to time.  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.

SECTION 2.  RESIGNATIONS.—Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.  VACANCIES.—If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.  REMOVAL.—Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.  INCREASE OF NUMBER.—The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors,though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.  POWERS.—The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation, or by these By-Laws conferred upon or reserved to the stockholders.

SECTION 7.  COMMITTEES.—The Board of Directors may, by resolution or resolutions, passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation,which, to the extent provided in said resolution or resolutions or in these By-Laws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it.  Such committee or committees shall have such name or names as may be stated in these By-Laws or as may be determined from time to time by resolution adopted by the Board of Directors.  The committees shall keep regular minutes of their proceedings and report the same to the board when required.

SECTION 8.  MEETINGS.—The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent in writing of all the directors.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors on at least two days’ notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

SECTION 9.  QUORUM.—A majority of the directors shall constitute a quorum for the transaction of business.  If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

SECTION 10.  COMPENSATION.—Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 11.  ACTION WITHOUT MEETING.—Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

SECTION 1.  OFFICERS.—The officers of the corporation shall be a President, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  Any two offices, other than those of President and Vice-President, may be held by the same person.  More than two offices, other than those of President and Secretary, may be held by the same person.

SECTION 2.  OTHER OFFICERS AND AGENTS.—The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.  CHAIRMAN.—The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors or the Executive Committee.

SECTION 4.  PRESIDENT.—The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation.  Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed, the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.  VICE-PRESIDENT.—Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the Directors.

SECTION 6.  TREASURER.—The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7.  SECRETARY.—The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President.  He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

SECTION 4.  PRESIDENT.—The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation.  Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed, the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.  VICE-PRESIDENT.—Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the Directors.

SECTION 6.  TREASURER.—The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7.  SECRETARY.—The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President.  He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

SECTION 8.  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.—Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

MISCELLANEOUS

SECTION 1.  CERTIFICATES OF STOCK.—Certificates of stock, numbered and with the seal of the corporation affixed, signed by the President or Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation.  When such certificates are signed by a transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of the corporation and a registrar, the signatures of such officers may be facsimiles.

SECTION 2.  LOST CERTIFICATES.—A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.  TRANSFER OF SHARES.—The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer, and a duplicate thereof mailed to the Delaware office, and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.  CLOSING OF TRANSFER BOOKS.—The Board of Directors shall have power to close the stock transfer books of the corporation for a period not exceeding fifty days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding fifty days preceding the date of

any meeting of stockholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividends or to any such allotment of rights or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case such stockholders only as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend or to receive such allotment of rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

SECTION 5.  DIVIDENDS.—Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.  Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.  SEAL.—The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.  FISCAL YEAR.—The fiscal year of the corporation shall be the calendar year.

SECTION 8.  CHECKS.—All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.  NOTICE AND WAIVER OF NOTICE.—Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed post-paid wrapper, addressed to the person entitled thereto at his last known post office address, and such notice shall be deemed to have been

given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws to be made, be contained in the Notice of such Special Meeting.

EX-3.59

Exhibit 3.59

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
PYROPOWER OPERATING SERVICES COMPANY, INC.

Edward J. Landry and Joseph A. Lestyk certify that:

1.They are the President and the Secretary, respectively, of Pyropower Operating Services Company, Inc., a California corporation.

2.The Board of Directors of Pyropower Operating Services Company, Inc. has approved the following amendment to the Articles of Incorporation of the corporation:

Article Five is added to the Articles of Incorporation to read as follows:

“Five:  The corporation is authorized by bylaw, agreement or otherwise, to indemnify its agents, as defined in Corporations Code Section 317, in excess of the indemnification expressly permitted by such Section 317 for those agents, provided, however, that the provision may not provide indemnification of any agent for any acts or omissions or transactions from which a director may not be relieved of liability as set forth in the exception to paragraph (10) of the Corporations Code Section 204 or as to circumstances in which indemnity is expressly prohibited by California Corporations Code Section 317.”

3.The amendment has been approved by the required vote of the shareholders in accordance with Section 902 of the California Corporations Code.  The corporation has only one class of shares.  Each outstanding share is entitled to one vote.  The corporation has 100 shares outstanding and, hence, the total number of shares entitled to vote with respect to the amendment was 100. The number of shares voting in favor of the amendment equaled the vote required, in that the affirmative vote of a majority, that is, more than 50 percent, of the outstanding shares was required for approval of the amendment and the amendment was approved by the affirmative vote of 100 shares, or 100% of the outstanding voting shares.

/s/ Edward J. Landry

Edward J. Landry, President

/s/ Joseph A. Lestyk

Joseph A. Lestyk, Secretary

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct of his, or their, own knowledge and that this declaration was executed on March 1, 1991 at San Diego, California.

/s/ Edward J. Landry

Edward J. Landry, President

/s/ Joseph A. Lestyk

Joseph A. Lestyk, Secretary

ARTICLES OF INCORPORATION

OF

PYROPOWER OPERATING SERVICES COMPANY, INC.

The undersigned Incorporator hereby executes and acknowledges the following Articles of Incorporation for the purpose of forming a corporation under the General Corporation Law of the State of California:

One:The name of the Corporation shall be: Pyropower Operating Services Company, Inc.

Two:The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

Three:The name and address in this state of the Corporation’s initial agent for service of process in accordance with subdivision (b) of Section 1502 of the General Corporation Law is:

Marshall M. Taylor, Esq.

c/o Lillick McHose & Charles

Suite 1200

725 South Figueroa Street

Los Angeles, California 90017

Four:The Corporation is authorized to issue only one class of shares, and the total number of shares which the Corporation is authorized to issue is one thousand (1,000), and each of said shares shall have no par value.

IN WITNESS WHEREOF, the undersigned Incorporator has executed the foregoing Articles of Incorporation on June 8, 1987.

/s/ Janice K. Morrison

Janice K. Morrison

Incorporator

EX-3.60

Exhibit 3.60

BYLAWS FOR THE REGULATION, EXCEPT AS
OTHERWISE PROVIDED BY STATUTE OR ITS
ARTICLES OF INCORPORATION, OF

PYROPOWER OPERATING SERVICES COMPANY, INC.

ARTICLE I

Offices

Section 1.   Principal Executive Office.  The principal executive office of the corporation is hereby fixed at: 8925Rehco Road, San Diego, California 92121. The board of directors is hereby granted full power and authority to change said principal executive office from one location to another, whether within or outside the State of California.  If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the board of directors shall fix a principal business office in the State of California.  Any change in the location or locations fixed as set forth above shall be noted on the bylaws by the secretary, opposite this section, or this section may be amended to state the new location or locations.

Section 2.   Other Offices.  Other business offices may at any time be established by the board of directors at any place or places where the corporation is qualified to do business.

ARTICLE II

Meetings of Shareholders

Section 1.   Place of Meetings.  All annual or other meetings of shareholders shall be held at the principal executive office of the corporation, or at any other place within or without the State of California which may be designated either by the board of directors or by the written consent of all persons entitled to vote thereat and not present at the meeting, given either before or after the meeting and filed with the secretary of the corporation.

Section 2.   Annual Meeting.  The annual meeting of shareholders shall be held on such date and at such time in each year as may be fixed from year to year by the board of directors.  At such meetings directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders.

Section 3.   Special Meetings.   Special meetings of the shareholders, for the purpose of taking any action permitted by the shareholders under the General Corporation Law and the articles of incorporation of this corporation, may be called at any time by the chairman of the board or the president, or by the board of directors, or by one or more shareholders holding not less than ten percent (10%) of the votes entitled to be cast at the meeting.  Upon request in writing that a special meeting of shareholders be called for any proper purpose, directed to the chairman of the board, president, vice president or secretary by any person (other than the board) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to shareholders entitled to vote that a meeting will be held at a

time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after receipt of the request.  Such notice shall be in accordance with the provisions of Sections 4 and 5 of this Article II.  If the officer does not cause notice to be given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give notice.

Section 4.   Notice of Shareholders’ Meetings.   All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management Intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the General Corporation Law, (ii) an amendment of the articles of incorporation, pursuant to Section 902 of that Law, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Law, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Law, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Law, the notice shall also state the general nature of that proposal.

Section 5.   Manner of Giving Notice; Affidavit Of Notice.   Written notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the secretary, assistant secretary, or any transfer

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agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.  Such affidavit shall be prima facie evidence of the giving of the notice.

Section 6.   Quorum.  The presence in person or by proxy of the persons entitled to vote a majority of the voting shares of any meeting shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 7.   Adjourned Meeting and Notice Thereof.   Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting, except as provided in Section 6 above.

When any shareholders’ meeting, either annual or special, is adjourned for forty-five (45) days or more, or if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided above, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement of the time and place thereof at the meeting at which such adjournment is taken.

Section 8.   Voting.   The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section l(a) of Article VI, subject to the provisions of Sections 702 and 704, inclusive, of the General Corporation Law (relating to voting of shares held by a fiduciary, in the name of a corporation, or in joint ownership). Such vote may be viva voce or by ballot; provided, however, that all elections for directors must be by ballot upon demand made by a shareholder at any election and before the voting begins. If a quorum is present, except with respect to election of directors, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the General Corporation Law or the articles of incorporation. Subject to the requirements of the next sentence, every shareholder entitled to vote at any election for directors shall have the right to cumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which his shares are entitled, or to distribute his votes on the same principle among as many candidates as he shall think fit. No shareholder shall be entitled to cumulative votes unless the name of the candidate or candidates for whom such votes would be cast has been placed in nomination prior to the voting and any shareholder has given notice, at the meeting prior to the voting, of such shareholders’ intention to cumulate his votes. The candidates receiving the highest number of votes of shares entitled to be voted for them, up to the number of directors to be elected, shall be elected.

Section 9.  Validation of Defectively Called or Noticed Meetings.  The transactions of any meeting of shareholders, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be

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present either in person or by proxy, and if a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof, is signed either before or after the meeting, by each of the persons entitled to vote, not present in person or by proxy, or who, though present, has at the beginning of the meeting properly objected to the transaction of any business because the meeting was not lawfully called or convened or to the transaction of particular matters of business legally required to be included in the notice, but not so included. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 10.   Action Without Meeting.    Directors may be elected without a shareholders’ meeting by a consent in writing, setting forth the action so taken, signed by all persons entitled to vote for the election of directors; provided, however, that the foregoing shall not limit the power of directors to fill vacancies in the board of directors, and that a director may be elected to fill a vacancy not filled by the directors by written consent in the manner provided by the General Corporation Law.

Any other action which, under any provision of the General Corporation Law, may be taken at a meeting of the shareholders, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless the consents of all shareholders entitled to vote have been solicited in writing.

(a)Notice of any shareholder approval of any of the following actions, without a meeting by less than unanimous written consent, shall be given at least ten (10) days before the consummation of the action authorized by such approval:  (i) a contract or other transaction with an interested director, (ii) indemnification of an agent of the corporation as authorized by Article V of these bylaws, (iii) a reorganization of the corporation as defined in Section 181 of the General Corporation Law, or (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, if any; and

(b)Prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent.

Notices required by subparagraphs (a) and (b) above shall be given to those shareholders entitled to vote who have not consented in writing.  Such notices shall be given in the manner and shall be deemed to have been given as provided in Section 5 of this Article II.

All written consents shall be filed with the secretary of the corporation. Any shareholder giving a written consent, or the shareholder’s proxyholders, or a transferee of the shares or a personal representative of the shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the secretary of the corporation.

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Section 11.   Proxies.  Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the secretary of the corporation. Any proxy duly executed which does not state that it is irrevocable is not revoked and continues in full force and effect until (i) an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation prior to the vote pursuant thereto, (ii) the person executing the proxy attends the meeting and votes in person, or (iii) written notice of the death or incapacity of the maker of such proxy is received by the corporation before the vote pursuant thereto is counted; provided that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which such proxy is to continue in force. The revocability of a proxy which states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the General Corporation Law.

Section 12.   Inspectors of Election.  In advance of any meeting of shareholders, the board of directors may appoint any persons other than nominees for office as inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election be not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented in person or by proxy shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may, and on the request of any shareholder or a shareholder’s proxy shall, be filled by appointment by the board of directors in advance of the meeting, or at the meeting by the chairman of the meeting.

The duties of such inspectors shall be as prescribed by Section 707 of the General Corporation Law and shall include: determining the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents, determining when the polls shall close; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders. In the determination of the validity and effect of proxies the dates contained on the forms of proxy shall presumptively determine the order of execution of the proxies, regardless of the postmark dates on the envelopes in which they are mailed.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

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ARTICLE III

Directors

Section 1.  Powers.  Subject to limitations of the articles of incorporation and of the General Corporation Law as to action to be authorized or approved by the shareholders or by the outstanding shares, and subject to the duties of directors as prescribed by the bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the board of directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers, to wit:

First - To select and remove all the officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the articles of incorporation or the bylaws, fix their compensation and require from them security for faithful service.

Second - To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, or with the articles of incorporation or the bylaws, as they may deem best.

Third - To change the principal executive office and principal office for the transaction of the business of the corporation from one location to another as provided in Article I, Section 1, hereof; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of California, as provided in Article I, Section 2, hereof; to designate anyplace within or without the State of California for the holding of any shareholders’ meeting or meetings; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

Fourth - To authorize the issue of shares of stock of the corporation from time to time, upon such terms as may be lawful.

Fifth - To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

Sixth - To designate an executive and other committees in accordance with Section 15 of this Article III.

Section 2.  Number and Qualification of Directors.  The number of directors of the corporation shall be four (4) until changed by an amendment of the articles of incorporation or by a bylaw amending this Section 2 duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote, provided that a proposal to reduce the authorized number of directors below five (5) cannot be adopted if the votes cast against its

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adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3 percent of the outstanding shares entitled to vote.

Section 3.  Election and Term of Office.  The directors shall be elected at each annual meeting of shareholders but, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. All directors shall hold office until their respective successors are elected and qualified, subject to the General Corporation Law and the provisions of these bylaws with respect to vacancies on the board.

Section 4.  Vacancies.  A vacancy in the board of directors shall be deemed to exist in case of the death, resignation or removal of any director, if a director has been declared of unsound mind by order of court or convicted of a felony, if the authorized number of directors be increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

Vacancies in the board of directors, except for a vacancy created by the removal of a director, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the shareholders. A vacancy in the board of directors created by the removal of a director by the vote or written consent of the shareholders or by court order may only be filled by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. Any such election by written consent shall require the consent of holders of a majority of the outstanding shares entitled to vote.

Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the board of directors accept the resignation of a director tendered to take effect at a future time, the board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Section 5.  Place of Meeting.  Regular meetings of the board of directors shall be held at any place within or without the State of California which has been designated from time to time by resolution of the board or by written consent of all members of the board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board may be held either at a place so designated or at the principal executive office.

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Section 6.  Organization Meeting.  Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting at the place of said annual meeting or at such other place as shall be fixed by the board of directors, for the purpose of organization, election of officers, and the transaction of other business. Call and notice of such meetings are hereby dispensed with.

Section 7.   Other Regular Meetings.  Other regular meetings of the board of directors shall be held without call on such dates and at such times as may be fixed from time to time by the board; provided, however, that should said day fall upon a legal holiday then said meeting shall be held at the same time on the next day thereafter ensuing which is a full business day. Notice of all such regular meetings of the board of directors is hereby dispensed with.

Section 8.  Special Meetings.  Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or by any two directors.

Written notice of the time and place of special meetings shall be delivered personally to each director or communicated to each director by telephone, telegraph or mail, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation or, if it is not so shown on such records or is not readily ascertainable, at the place at which the meetings of the directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least four (4)days prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone or telegraph, it shall be so delivered at least forty-eight(48) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such director.

Any notice shall state the date, place and hour of the meeting.

Section 9.  Action Without Meeting.  Any action by the board of directors may be taken without a meeting if all members of the board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board and shall have the same force and effect as a unanimous vote of such directors.

Section 10.  Action at a Meeting: Quorum and Required Vote.  Presence of a majority of the authorized number of directors at a meeting of the board of directors constitutes a quorum for the transaction of business, except as hereinafter provided.  Members of the board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting as permitted in the preceding sentence constitutes presence in person at such meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, unless a greater number, or the same number after disqualifying one or more directors from voting, is required by law, by the articles of incorporation, or by these bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the

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withdrawal of directors, provided that any action taken is approved by at least a majority of the required quorum for such meeting.

Section 11.  Validation of Defectively Called or Noticed Meetings.  The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the directors not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to him, signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 12.  Adjournment.  A majority of the directors present at any meeting, whether or not constituting a quorum, may adjourn the meeting to another time and place.

Section 13.  Notice of Adjournment.  If any meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment. Otherwise notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

Section 14.  Fees and Compensation.  Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the board. This Section 14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation for these services.

Section 15.  Committees of Directors.

(a) Formation and Powers of Committees. The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate an executive and other committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(i)  the approval of any action which, under the General Corporation Law also requires shareholders’ approval or approval of the outstanding shares;

(ii)  the filling of vacancies on the board of or in any committee;

(iii)  the fixing of compensation of the directors for serving on the board or on any committee;

(iv)  the amendment or repeal of bylaws or the adoption of new bylaws;

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(v)  the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

(vi)  a distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

(vii) the appointment of any other committees of the board of directors or the members of these committees.

(b) Meetings and Action of Committees. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of this Article III, Sections 5 (place of meetings), 7 (regular meetings), 8 (special meetings), 9 (action without meeting), 10 (action at meeting), 11 (validation of defectively called or noticed meetings), 12 (adjournment) and 13 (notice of adjournment), with such changes in the context of these bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that:

(i)Written notice of the time and place of special meetings of any committee may be delivered personally to each committee member or communicated to each committee member by telephone or telegraph at least twenty-four (24) hours prior to the time of the holding of the meeting. Such telegraphing or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to said committee member; and

(ii)Notice of special meetings of any committee also shall be given to all alternate committee members, who shall have the right to attend all meetings of the committee.

The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE IV

Officers

Section 1.  Officers.  The officers of the corporation shall be a president, a secretary and a treasurer. The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV. One person may hold two or more offices, except that the offices of president and secretary shall not be held by the same person.

Section 2.  Election.  The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article IV, shall be chosen annually by the board of directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

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Section 3.  Subordinate Officers, Etc.  The board of directors may appoint, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the board of directors may from time to time determine.

Section 4.  Removal and Resignation.  Any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting thereof, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power ofremoval may be conferred by the board of directors (subject, in each case, to the rights, if any, of an officer under any contract of employment).

Any officer may resign at any time by giving written notice to the board of directors or to the president, or to the secretary of the corporation, without prejudice however, to the rights, if any, of the corporation under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the bylaws for regular appointments to such office.

Section 6.  Chairman of the Board.  The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the board of directors and exercise and perform such other powers and duties as maybe from time to time assigned to him by the board of directors or prescribed by the bylaws.

Section 7.  President.  Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the corporation.  He shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors.  He shall be ex-officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers, and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the bylaws.

Section 8.  Vice Presidents.  In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, the vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president.  The vice presidents shall have the general powers, and duties of management usually vested in the office of vice president of a corporation, and shall have such other powers and perform such other duties as from time to time may be prescribed by the board of directors or the bylaws.

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Section 9.  Secretary.  The secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the principal executive office and such other place as the board of directors may order, a book of minutes of actions taken at all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the board of directors required by the bylaws or by law to be given, and shall keep the seal of the corporation in safe custody. The secretary shall have the general powers, and duties of management usually vested in the office of secretary of a corporation, and shall have such other powers and perform such other duties as from time to time may be prescribed by the board of directors or the bylaws.

Section 10.  Assistant Secretary.  In the absence or disability of the secretary, the assistant secretary designated by the board of directors shall perform all the duties of the secretary, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the secretary. The assistant secretary shall have the general powers, and duties of management usually vested in the office of assistant secretary of a corporation, and shall have such other powers and perform such other duties as from time to time may be prescribed by the board of directors or the bylaws.

Section 11.  Treasurer.  The treasurer shall be the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. The books of account shall at all reasonable times be open to inspection by any director.

The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all transactions as treasurer and of the financial condition of the corporation. The treasurer shall have the general powers, and duties of management usually vested in the office of treasurer of a corporation, and shall have such other powers and perform such other duties as from time to time may be prescribed by the board of directors or the bylaws.

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ARTICLE V

Indemnification

Section 1.  Power of Indemnification.  The corporation shall indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation and shall advance to such agent expenses incurred in defending any such proceeding upon receipt of an undertaking to repay such advances if it is ultimately determined that the agent is not entitled to be indemnified, provided that such indemnity shall be limited as provided in the articles of incorporation. For purposes of the section an “Agent” of the corporation includes any person who us or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

Section 2.  Insurance.  If approved by the board of directors of this corporation, this corporation shall purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not this corporation would have the power to indemnify the agent against such liability under the provisions of this section.

ARTICLE VI

Miscellaneous

Section 1.  Record Date.

(a)  For Shareholder Notice, Voting and Giving Consents. For purposes of determining shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, not withstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the General Corporation Law.

If the board of directors does not so fix a record date:

(i)  The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next

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preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(ii)  the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the board has been taken, shall be the day on which the first written consent is given, or when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

(b)  For Purposes Other Than Notice, Voting and Giving Consents. For purposes of determining the shareholders entitled to receive any report, to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the report, dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the General Corporation Law.

If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, which ever is later.

Section 2.  Inspection of Corporate Records.  The accounting books and records, the record of shareholders, and minutes of proceedings of the shareholders and the board or committees of the board of this corporation and any subsidiary of this corporation shall be open to inspection upon the written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as the holder of such voting trust certificate. Such inspection by a shareholder or holder of a voting trust certificate may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

A shareholder or shareholders holding at least five (5) percent in the aggregate of the outstanding voting shares of the corporation or who hold at least one (1) percent of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have (in person, or by agent or attorney) the right to inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five business days’ prior written demand upon the corporation and to obtain from the transfer agent for the corporation, upon written demand and upon the tender of its usual charges, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand. The list shall be made available on or before

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the later of five (5) business days after the demand is received or the date specified therein as the date as of which the list is to be compiled.

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and its subsidiaries. Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.

Section 3.  Checks, Drafts, Etc.  All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

Section 4.  Annual and Other Reports.  The annual report to shareholders referred to in Section 1501 of the General Corporation Law is hereby expressly waived, but, nothing herein shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders of the corporation as it considers appropriate.

A shareholder or shareholders holding at least five (5) percent of the outstanding shares of any class of the corporation may make a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the current fiscal year ended more than thirty (30) days prior to the date of the request and a balance sheet of the corporation as of the end of such period and, in addition, if no annual report for the last fiscal year has been sent to shareholders, the annual report for the last fiscal year. The corporation shall use its best efforts to deliver the statement to the person making the request within thirty (30) days thereafter. A copy of any such statements shall be kept on file in the principal executive office of the corporation for twelve (12) months and they shall be exhibited at all reasonable times to any shareholder demanding an examination of them or a copy shall be mailed to such shareholder.

The corporation shall, upon the written request of any shareholder, mail to the shareholder a copy of the last annual, semiannual or quarterly income statement which it has prepared and a balance sheet as of the end of the period. The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that such financial statements were prepared without audit from the books and records of the corporation.

Section 5.  Execution of Contracts. Etc.  Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance, or other instrument in writing and any assignment or endorsements thereof executed or entered into between the corporation and any other person, when signed by the chairman of the board, the president or any vice president, and the secretary, any assistant secretary, the treasurer or any assistant treasurer of the corporation shall be valid and binding on the corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the board and, unless

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so authorized by the board, no other officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 6.  Certificate for Shares.  Every holder of shares in the corporation shall be entitled to have a certificate signed in the name of the corporation by the chairman or vice chairman of the board or the president or a vice president and by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Any such certificate shall also contain such legend or other statement as may be required by Section 418 of the General Corporation Law, the Corporate Securities Law of 1968, the federal securities laws, and any agreement between the corporation and the issue thereof.

Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the board of directors or the bylaws may provide; provided, however, that any such certificate so issued prior to full payment shall state on the face thereof the amount remaining unpaid and the terms of payment thereof.

No new certificate for shares shall be issued in lieu of an old certificate unless the latter is surrendered and cancelled at the same time; provided, however, that a new certificate will be issued without the surrender and cancellation of the old certificate if (1) the old certificate is lost, apparently destroyed or wrongfully taken; (2) the request for the issuance of the new certificate is made within a reasonable time after the owner of the old certificate has notice of its loss, destruction, or theft; (3) the request for the issuance of a new certificate is made prior to the receipt of notice by the corporation that the old certificate has been acquired by a bona fide purchaser; (4) the owner of the old certificate files a sufficient indemnity bond with or provides other adequate security to the corporation; and (5) the owner satisfies any other reasonable requirements imposed by the corporation. In the event of the issuance of a new certificate, the rights and liabilities of the corporation, and of the holders of the old and new certificates, shall be governed by the provisions of Sections 8104 and 8405 of the California Commercial Code.

Section 7.  Representation of Shares of Other Corporations.  The president or any vice president and the secretary or any assistant secretary of this corporation are authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted to said officers to vote or represent on behalf of this corporation any and all shares held by this corporation in any other corporation or corporations may be exercised either by such officers in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officers.

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Section 8.  Inspection of Bylaws.  The corporation shall keep in its principal executive office in California, or if its principal executive office is not in California, then at its principal business office in California (or otherwise provide upon written request of any shareholder) the original or a copy of the bylaws as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 9. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a corporation as well as a natural person.

ARTICLE VII

Amendments

Section 1.  Power of Shareholders.  New bylaws maybe adopted or these bylaws may be amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote, or by the written consent of shareholders entitled to vote such shares, except as otherwise provided by law or by the articles of incorporation.

Section 2.  Power of Directors.  Subject to the right of shareholders as provided in Section 1 of this Article VII to adopt, amend or repeal bylaws, bylaws other than a bylaw or amendment thereof changing the authorized number of directors, may be adopted, amended or repealed by the board of directors.

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EX-3.61

Exhibit 3.61

TRUST AGREEMENT

dated as of December 16, 1994

among

NATWEST LEASING CORPORATION

as Owner Participant,

and

HARRIS TRUST AND SAVINGS BANK

as Owner Trustee

TRUST AGREEMENT

THIS TRUST AGREEMENT (“Trust Agreement”) dated as of December 16, 1994, between HARRIS TRUST AND SAVINGS BANK, an Illinois banking corporation, acting in its capacity as owner trustee hereunder, and any institution that shall act as a successor owner trustee in accordance with the terms of Section 4.10 hereof (“Owner Trustee”); and NATWEST LEASING CORPORATION, a New York corporation, and any successor or assign hereunder pursuant to the terms of Article V hereof (“Owner Participant” or “Owner Participants”).

WITNESSETH:

NOW, THEREFORE, for and in consideration of the foregoing premises, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Any capitalized term used herein and not otherwise defined herein shall have the meaning accorded it in the Loan Agreement.  In addition to the terms defined elsewhere in this Trust Agreement, the following terms shall have the following meanings:

“Affiliate” of a Person (the “Specified Person”) shall mean (a) any Person which directly or indirectly controls, or is controlled by, or is under common control with, the Specified Person, and (b) any director or officer (or, in the case of a Person which is not a corporation, any individual having analogous powers) of the Specified Person or of a Person who is an Affiliate of the Specified Person within the meaning of the preceding clause (a).  For purposes of the preceding sentence, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent” shall mean National Westminster Bank Plc, a bank organized under the laws of England, acting through its New York and Nassau Branches, as a Lender and agent for the lenders listed on Schedule I of the Loan Agreement, as the same may be amended pursuant to the terms hereto, and for the Owner Participant pursuant to the terms of the Participation Agreement.

“Beneficial Interest” means the Owner Participant’s beneficial interest in the Property and the other assets comprising the Trust Estate created under this Trust Agreement.

“Closing” means the date the Lenders and Owner Trustee execute the Loan Documents.

“Default” means the occurrence of any event defined in Article IX of the Loan Agreement as a default.

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“Equity Investment Amount” means, as of any date, the aggregate Equity Portion of Construction Advances then invested by or on behalf of the Owner Participant and any predecessor in interest, if any, not to exceed three percent (3%) of the Construction Advances.

“Equity Percentage” means the percentage of the Equity Investment Amount of an Owner Participant.

“Event of Default” shall mean the occurrence of any event defined in Paragraph 20 of the Master Lease as a default.

“Fee Mortgage” shall mean that certain mortgage executed by Tenant in favor of Borrower and Agent and securing Tenant’s obligations under the Master Lease and as otherwise stated therein.

“Improvements” means, collectively, the structures, building, and other improvements now or hereafter located upon the Parcel.

“Loan Agreement” means the Construction Loan Agreement of even date herewith among the Trust, the Agent and the other Lenders, as the same may be amended, supplemented or modified from time to time.

“Master Lease” means that certain Master Lease (herein so called) of even date herewith, executed by Tenant, as lessee, and the Trust, as lessor, covering, in the aggregate, Trust’s rights of occupancy under the Ground Lease, and the Improvements.

“Net Rent” shall have the meaning set forth in Exhibit “B” to the Master Lease.

“Operative Documents” means the Participation Agreement, this Trust Agreement, the Loan Agreement and the Key Agreements (as defined in the Loan Agreement).

“Owner Participant Investment” means the aggregate amount to be provided and advanced by the Owner Participant pursuant to the Participation Agreement, but not in excess of $1,110,000.

“Parcel” means that parcel of real property more fully described on Exhibit “A” attached hereto and made a part hereof for all purposes.

“Participation Agreement” shall mean that certain agreement of even date herewith pursuant to which (subject to the terms and conditions thereof) the Lenders and Owner Participant have agreed to loan, advance or otherwise provide the Construction Amount.

“Person” means any individual, firm, corporation, association, partnership, joint venture, other entity, or Tribunal.

“Property” means, collectively, the Parcel and the Improvements located thereon.

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“Responsible Officer” means when used with respect to the Owner Trustee, the chairman or vice chairman of the board of directors, the chairman or vice chairman of the executive committee of the board of directors, the chairman of the trust committee, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and any assistant controller or any other officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer of the Owner Trustee to whom such matter is referred because of his knowledge of and familiarity with the particular matter.

“Subsidiary” of a Person at any time shall mean any corporation of which a majority (by number of shares or number of votes) of any class of outstanding capital stock normally entitled to vote for the election of one or more directors (regardless of any contingency which does or may suspend or dilute the voting rights of such class) is at such time owned directly or indirectly, beneficially or of record, by such Person or one or more Subsidiaries of such Person, and any trust of which a majority of the beneficial interests is at such time owned directly or indirectly, beneficially or of record, by such Person or one or more Subsidiaries of such Person.

“Tenant” means Foster Wheeler Corporation, a New York corporation.

“Trust” means the Perryville III Trust, a trust created and existing under the laws of the State of New York pursuant to this Trust Agreement.

ARTICLE II

THE TRUST ESTATE

Section 2.1.Appointment, Authorization and Direction to the Owner Trustee.  Owner Participant hereby requests Harris Trust and Savings Bank to act as the Owner Trustee to act as trustee of the Perryville III Trust created hereunder (the “Trust”), appoints Owner Trustee as trustee hereunder and authorizes and directs the Owner Trustee to enter into, execute and deliver on behalf of the Trust:

(a)on the Closing, the Operative Documents to which the Owner Trustee on behalf of the Trust is to become a party on such date;

(b)from time to time the Notes in the manner and subject to the terms and conditions provided in the Loan Agreement; and

(c)all other documents, and to do all such things and take all such actions, as may be necessary or convenient to consummate the transaction contemplated by the Operative Documents and to perform the terms and conditions of this Trust, all as contemplated herein or in the documents referred to herein.

Section 2.2.Declaration.  The Owner Trustee hereby declares, undertakes and agrees on behalf of the Trust that it will and does receive, take and hold all estate, right, title

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and interest of the Trust in and to the Property and all proceeds thereof, the Master Lease and all sums due and to become due under and pursuant to the Master Lease, condemnation awards and sale proceeds, and the proceeds of the Loan (all of which, together with any other moneys, proceeds or property at any time received by the Owner Trustee on behalf of the Trust under or in connection with the Operative Documents (excluding for purposes hereof any and all payments made to Owner Trustee in its individual capacity), shall constitute the trust estate hereunder (the “Trust Estate”)) for the use and benefit of the Owner Participant.

ARTICLE III

DISTRIBUTIONS

Section 3.1.Collections and Remittances by the Owner Trustee.  The Owner Trustee agrees that, subject to the provisions of this Trust Agreement, it will during the term of this Trust, administer the Trust Estate and permit the taking of all steps to collect all Net Rent and other sums payable to the Owner Trustee by the Tenant under the Master Lease.  The Owner Trustee agrees to distribute or permit or require to be distributed to the Agent any and all proceeds received from the Trust Estate for distribution in accordance with Sections 2.1 and 2.3 of the Participation Agreement and Section 2.1 of the Loan Agreement.  The Owner Trustee shall make or permit or require to be made such distribution immediately upon receipt of such proceeds (provided such proceeds are available for distribution) by the Owner Trustee, it being understood and agreed that the Owner Trustee shall not be obligated to make such distribution until the funds for such distribution have been received by the Owner Trustee in cash.

Section 3.2.Distributions after Default.  Subject to the terms of Section 4.5 hereof, any and all proceeds received by the Trust from the exercise of any remedy under the Master Lease shall, after deduction of all expenses and disbursements of or made by the Trust in connection with the exercise of such remedy or otherwise due and owing to the Trust, including reasonable fees and expenses of the Trust, the Owner Trustee and their counsel (provided that, absent a legal conflict requiring otherwise, the fees of only one such counsel shall be included hereby), will be distributed to the Agent for distribution in accordance with the Loan Agreement and the Participation Agreement.  This Trust shall cease and terminate in accordance with the terms set forth in Section 6.1, upon the final disposition by the Trust of all of the Trust Estate pursuant to this Section 3.2.

Section 3.3.Effect of Sales by the Trust.  Any sale of all or any part of the Trust Estate by the Trust permitted hereunder shall bind the Owner Participant and shall be effective for the benefit of the purchasers thereof and their respective successors and assigns to divest and transfer all right, title and interest vested in the Trust or any Owner Participant hereunder in the property so sold and no purchaser shall be required to inquire as to compliance by the Owner Trustee with any of the terms hereof or to see to the application of any purchase money therefor.

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ARTICLE IV

CERTAIN PROVISIONS RESPECTING THE OWNER TRUSTEE

Section 4.1.Acceptance of Trusts and Duties.  Owner Trustee accepts the trusts hereby created and agrees to perform the same as herein expressed and agrees to receive and disburse all moneys constituting part of the Trust Estate in accordance with the terms hereof.

Section 4.2.Limitation of Power.  The Owner Trustee shall have no power, right, duty or authority to manage, control, possess, use, sell, lease, dispose of or otherwise deal with the Property or any other property at any time constituting a part of the Trust Estate, or otherwise to take or refrain from taking any action under or in connection with the Operative Documents, except (a) to execute and deliver the Operative Documents to which the Trust is to be a party, (b) to permit to be exercised and carried out the rights, duties and obligations of the Trust hereunder and under the Operative Documents, including the receipt, collection, distribution and dealings with the sums due under the Master Lease and with the Property and the proceeds thereof as provided in the Master Lease and in this Trust Agreement, or (c) as expressly provided in written instructions from Owner Participant, on any date, holding at least 51% of the Equity Percentage of the total Beneficial Interest as of that date (excluding from such total Beneficial Interest any Equity Percentage held by a Tenant or any of its Affiliates unless such Persons shall be the only Owner Participant hereunder) (a “Majority in Interest of the Owner Participants”) (and with the consent of the Agent), given pursuant to Section 4.3 or 4.4 hereof.

Section 4.3.Notice of Event of Default.  In the event a Responsible Officer of the Owner Trustee shall have actual knowledge of an Event of Default or a Default, the Owner Trustee shall give prompt written notice of such event to Owner Participant, the Tenant and the Agent by certified mail postage prepaid.  Subject to the terms of Section 4.4 hereof, the Owner Trustee shall take such action with respect to any such event as shall be specified in written instructions from a Majority in Interest of Owner Participants, with the consent of the Agent.  For all purposes of this Trust Agreement and the Master Lease, in the absence of such actual knowledge, the Owner Trustee shall not be deemed to have knowledge of an Event of Default or Default unless any of its Responsible Officers are notified in writing by Owner Participant.  If the Owner Trustee shall not have received instructions as provided above within thirty (30) days after mailing notice of such Event of Default or Default to each Owner Participant, the Owner Trustee shall provide written notice to the Owner Participant ten (10) days in advance of the date it proposes to take any action, describing such action and may, following the giving of such notice, take such action, or refrain from taking such action, with respect to such Event of Default or Default as it shall deem advisable and in the best interests of the Owner Participant, and, without limitation, in such event the Owner Trustee may declare the Master Lease in default as provided for in Paragraph 20 thereof and retake possession of the Property and sell or otherwise dispose of the same in accordance with and subject to the provisions of the Master Lease.

Section 4.4.Action Upon Instructions.  Subject to the terms of Sections 4.5, 4.6 and 6.1 hereof, upon the written instructions at any time and from time to time of a Majority

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in Interest of Owner Participants, with the consent of the Agent, or, upon the written instruction of Agent, the Owner Trustee shall take such of the following actions as may be specified in such instructions:

(a)give such notice or direction or exercise such right or power under the Master Lease, the Fee Mortgage, the Mortgage, Security Agreement and Financing Statements or any other Operative Documents as shall be specified in such instructions;

(b)approve as satisfactory to it all matters required by the terms of any Operative Document to be satisfactory to the Trust;

(c)after the expiration of the Term, unless Tenant shall have purchased the Property in accordance with the Master Lease, convey all of the Trust’s right, title and interest in and to the Property or any component thereof for such amount, on such terms and to such purchaser or purchasers as shall be designated in such instructions, or otherwise lease or dispose of the Property or any component thereof on such terms as shall be designated in such instructions;

(d)any other action as specified by a Majority in Interest of Owner Participants; and

(e)any other action as reasonably directed by the Agent for the Owner Participant.

Section 4.5.    Certain Duties and Responsibilities of the Owner Trustee.

(a)Except during the continuance of an Event of Default or a Default:

(i)the Owner Trustee undertakes to perform such duties and only such duties as are specifically set forth herein and in the Master Lease and no implied covenants or obligations shall be read into this Trust Agreement against the Owner Trustee, and the Owner Trustee agrees that it shall not, nor shall it have a duty to, manage, control, use, sell, maintain, insure, register, lease, operate, modify, dispose of or otherwise deal with the Property or any other part of the Trust Estate in any manner whatsoever, except as required by the terms of the Operative Documents and as otherwise provided herein; and

(ii)in the absence of bad faith or gross negligence on its part, the Owner Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Owner Trustee and conforming to the requirements of this Trust Agreement.

(b)In case an Event of Default or a Default has occurred and is continuing, the Owner Trustee may, if it does not timely receive the instructions referred to in the second sentence of Section 4.3 hereof, exercise such of the rights and powers vested in

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the Owner Trustee pursuant to the last sentence of Section 4.3 hereof as it shall deem advisable and in the best interests of the Owner Participant; provided, however, that the Owner Trustee in exercising such rights and powers shall be liable only for its gross negligence or willful misconduct.

(c)No provision hereof shall be construed to relieve the Owner Trustee of liability for its gross negligence or willful misconduct, it being understood that, without limiting the foregoing:

(i)the Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Owner Trustee, unless it shall be proved that the Owner Trustee was grossly negligent;

(ii)the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of a Majority in Interest of Owner Participants pursuant to the express provisions hereof; and

(iii)no provision hereof shall require the Owner Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or on behalf of the Trust under any of the other Operative Documents, or in the exercise of any of its rights or powers, if it shall determine in its sole discretion that repayment of such funds or adequate indemnity against such risk or liability is not assured to it.

(d)The Owner Trustee shall not be required to take any action hereunder or on behalf of the Trust under the Operative Documents, nor shall any other provision of this Trust Agreement or any Operative Document be deemed to impose a duty on the Owner Trustee to take any action, if the Owner Trustee shall determine, or shall have been advised by counsel, that such action is likely to result in personal liability or is contrary to law or the Operative Documents.

(e)Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Owner Trustee shall be subject to the provisions of this Section 4.5.

Section 4.6.Certain Rights of the Owner Trustee.  Except as otherwise provided in Section 4.5 hereof:

(a)the Owner Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)any request, direction or authorization by any party hereto or to any other Operative Document shall be sufficiently evidenced by a request, direction or

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authorization in writing, delivered to the Owner Trustee and signed in the name of such party by the president, any vice president, the treasurer or the secretary of such party, as the case may be, and any resolution of the board of directors or committee thereof of such party shall be sufficiently evidenced by a copy of such resolution certified by the secretary or an assistant secretary of such party, as the case may be, to have been duly adopted and to be in full force and effect on the date of such certification, and delivered to the Owner Trustee;

(c)whenever in the administration of this Trust Agreement the Owner Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Owner Trustee may in good faith rely upon a certificate in writing, delivered to the Owner Trustee and signed by the president, any vice president, any assistant vice president, the treasurer, any assistant treasurer, the secretary or any assistant secretary of the Owner Participant;

(d)the Owner Trustee may exercise its powers and perform its duties by or through such attorneys, agents and servants as it shall appoint, and it shall be entitled to the advice of counsel and shall be protected by the advice of such counsel in anything done or omitted to be done in accordance with such advice;

(e)the Owner Trustee shall not be under any obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request or direction of the Owner Participant, unless Owner Participant shall have offered to the Owner Trustee reasonable security or indemnity against the costs, expenses (including reasonable fees and expenses of its legal counsel) and liabilities which may be incurred by it in compliance with such request or direction;

(f)provided no Responsible Officer has actual knowledge of the inaccuracy thereof, the Owner Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent or other paper or document, but the Owner Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Owner Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books and records of the Tenant related to the Property to reasonably determine whether the Tenant is in compliance with the terms and conditions of the Master Lease and to examine the Property, personally or by agent or attorney, all upon the terms and conditions contained in the Master Lease; and

(g)without limiting the generality of Section 4.5. hereof, the Owner Trustee shall not have any duty (i) to see to any recording or filing of the Operative Documents or any Uniform Commercial Code financing statements or to see to the maintenance of any such recording or filing, (ii) to see to any insurance on the Property or to effect or maintain any such insurance, whether or not the Tenant shall be in default with respect thereto, other than to promptly forward to the Owner Participant copies of all certificates, reports and other written information which it receives from the Tenant pursuant to the

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requirements of the Master Lease or the Participation Agreement, (iii) to see to the payment or discharge of any tax, assessment or other governmental charge or any lien owing with respect to, assessed or levied against any part of the Trust Estate, (iv) to confirm or verify any financial statements of the Tenant, or (v) to inspect the Property at any time or ascertain or inquire as to the performance or observance of any of the Tenant’s covenants under the Operative Documents with respect to the Property.

Section 4.7.NO REPRESENTATIONS OR WARRANTIES AS TO THE PROPERTY OR DOCUMENTS.  OWNER TRUSTEE IS NOT A BUILDER OR CONTRACTOR OF THE PROPERTY AND HAS NOT INSPECTED THE PROPERTY PRIOR TO EXECUTION OF THE OPERATIVE DOCUMENTS BY THE TENANT.  OWNER TRUSTEE HAS NOT MADE NOR DOES IT MAKE (A) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO VALUE, DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR USE OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER DEFECTS WHETHER OR NOT DISCOVERABLE, ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, OR ANY OTHER WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, OR AS TO TITLE THERETO, OR (B) ANY REPRESENTATION OR WARRANTY AS TO THE VALIDITY, LEGALITY OR ENFORCEABILITY OF THE OPERATIVE DOCUMENTS (OTHER THAN AS TO THIS TRUST AGREEMENT), OR AS TO THE CORRECTNESS OF ANY STATEMENT CONTAINED IN ANY DOCUMENTS THEREOF.

Section 4.8.Status of Moneys Received.  All moneys received by the Owner Trustee under or pursuant to any provision of this Trust Agreement shall constitute trust funds for the purpose for which they were paid or are held, but need not be segregated in any manner from any other moneys and may be deposited by the Owner Trustee under such conditions as may be prescribed or permitted by law for trust funds, or, at the direction of a majority in Interest of Owner Participants, may be invested in direct obligations of the United States of America.

Section 4.9.Permitted Activities.  The Owner Trustee or any corporation in or with which the Owner Trustee may be interested or affiliated or any officer or director of any such corporation may acquire and hold the Beneficial Interest (subject to the restrictions of Section 6.2(e) of the Participation Agreement) hereunder, and have commercial relations and otherwise deal with the Tenant or with any other corporation having relations with the Tenant to the full extent permitted by law.

Section 4.10.Resignation or Removal of the Owner Trustee.  The Owner Trustee or any successor thereto may resign at any time without cause by giving at least 60 days prior written notice to the Owner Participant, the Agent and the Tenant, and a Majority in Interest of Owner Participants may (and shall, at the request of Tenant and Agent) at any time remove the Owner Trustee without cause by an instrument in writing delivered to the Owner Trustee, the Agent and the Tenant, such resignation or removal to be effective on the later of the date specified in such notice or written instrument or the date on which a successor owner

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trustee is appointed hereunder.  With the written consent of the Agent and the Tenant (which consent shall not unreasonably be withheld), a Majority in Interest of Owner Participants may (and shall, at the request of Tenant and Agent), at any time upon 30 days prior written notice to the Agent and the Tenant by an instrument in writing, appoint a successor owner trustee, provided, however, that a successor owner trustee shall be a bank or trust company which is organized under the laws of the United States of America or any state thereof and has a combined capital and surplus of at least $50,000,000.  If a Majority in Interest of Owner Participants shall not have appointed a successor owner trustee within 30 days after the giving of notice of such resignation or removal, the Agent or the Owner Trustee may apply to any court of competent jurisdiction to appoint a successor owner trustee to act until such time, if any, as a successor or successors shall have been appointed by a Majority in Interest of Owner Participants as above provided.  Any successor owner trustee so appointed by such court shall immediately and without further act be superseded by a successor owner trustee appointed by a Majority in Interest of Owner Participants within one year from the date of the appointment by such court.

Section 4.11.Estate and Rights of Successor Owner Trustee.  Any successor owner trustee, whether appointed by a Majority in Interest of Owner Participants or a court, shall execute and deliver to the predecessor owner trustee an instrument accepting such appointment, and thereupon each successor owner trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor owner trustee in the trusts hereunder with like effect as if originally named as an owner trustee herein, but nevertheless upon the written request of such successor owner trustee, such predecessor owner trustee shall execute and deliver an instrument transferring to such successor owner trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of such predecessor owner trustee, and such predecessor owner trustee shall duly assign, transfer, deliver and pay over to such successor owner trustee any property or moneys then held by such predecessor owner trustee upon the trusts herein expressed.  No predecessor owner trustee shall be liable for the acts and/or omissions of a successor owner trustee.

Section 4.12.Merger or Consolidation of the Owner Trustee.  Any corporation into which the Owner Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all of the business of the Owner Trustee may be transferred, shall be a successor owner trustee under this Trust Agreement without further act.

Section 4.13.Co-Trustees.  At any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be located, a Majority in Interest of Owner Participants and the Owner Trustee jointly shall have the power, and shall execute and deliver all instruments, to appoint one or more persons approved by a Majority in Interest of Owner Participants and the Owner Trustee, to act as co-trustee, or co-trustees, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such person or persons, in such capacity, such title to the Trust Estate or any part thereof, and such rights, powers, duties, trusts or obligations as a Majority in Interest of Owner Participants and the Owner Trustee may consider necessary or

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desirable.  If a Majority in Interest of Owner Participants shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, the Owner Trustee alone shall have the power to make such appointment.  The Owner Trustee shall not be liable for any act or omission of any co-trustee or separate trustee appointed under this Section 4.13.

ARTICLE V

TRANSFER OF AN OWNER PARTICIPANT’S INTEREST

Any Owner Participant may transfer its interest in this Trust, and the transfer by any Owner Participant of its interests under this Trust and in and to the Trust Estate shall be governed and restricted by the provisions of and the terms and conditions set forth in Article IX of the Participation Agreement.

ARTICLE VI

TERMINATION OF AND AMENDMENTS TO TRUST

Section 6.1.Termination.  The Trust created and provided for hereby shall cease and be terminated in any one of the following events, whichever shall first occur:

(a)If a Majority in Interest of Owner Participants shall by notice in writing to the Owner Trustee, the Lender, the Agent and the Tenant revoke and terminate the Trust on and as of a date stated in such notice, which date shall not be less than ten (10) nor more than thirty (30) days from the date of mailing such notice, then on the date specified in such notice the Trust created and provided for hereby shall cease and terminate, provided, however, that this Trust shall not be subject to revocation or termination by the Owner Participants prior to the payment in full and discharge of the Loan and all other indebtedness secured by the Loan Documents and the termination of the Loan Documents and the release of the liens and security interests granted thereby unless the Owner Participants shall have assumed, ratably in accordance with their respective equity percentages, all of the obligations of the Owner Trustee under the Operative Documents, or

(b)the sale or other final disposition by the Trust of all property constituting the Trust Estate and the final disposition by the Trust of all moneys or other property or proceeds constituting part of the Trust Estate in accordance with the terms hereof; provided, however, that the Trust Estate shall not be subject to sale or other final disposition by the Trust prior to the payment in full and discharge of the Loans and all other indebtedness secured by the Loan Documents and the release of the Loan Documents and the liens and security interest granted thereby; or

(c)The twenty-first (21st) anniversary of the date of the death of the last to die of the descendants of (i) Joseph Kennedy et ux.  Rose Kennedy, (ii) Former

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President George Bush et ux.  Barbara Bush and (iii) his late Majesty King George the Fifth of England living on the date hereof;

provided, that, notwithstanding the foregoing, the Trust created hereby shall terminate upon the occurrence, with respect to any Owner Participant, of an event of the type described in Section 9.1(e) of the Loan Agreement unless, promptly following any such event, a majority of each other Owner Participant and each Lender, voting as a group in the respective proportions represented by the then outstanding amount of such Participant’s Loan or Equity Investment Amount, shall determine otherwise.

Section 6.2.Distribution of Trust Estate Upon Termination.  Upon any termination of this Trust pursuant to the provisions of Section 6.1 hereof, the Owner Trustee shall convey the Trust Estate to such purchaser or purchasers thereof and for such amount and on such terms as shall be specified in joint written instructions from the Owner Participant and Required Lenders delivered to the Owner Trustee prior to the date of termination; provided that (a) if at the time of any termination the Master Lease remains in force and effect, then the Trust Estate shall be sold as a unit and not in parcels and subject to the Master Lease, and (b) in the event such written instructions are not delivered to the Owner Trustee on or before the date of termination, the Owner Trustee shall transfer title to the Trust Estate to the Agent for distribution in accordance with the Loan Agreement and the Participation Agreement.  Upon making such transfer or sale the Owner Trustee shall be entitled to immediate receipt of any sums due and owing to the Owner Trustee for expenses (including reasonable attorneys’ fees and expenses) incurred pursuant hereto or as compensation for services rendered hereunder and not theretofore paid and the Owner Trustee shall be discharged and free of any further liability hereunder subject to Section 4.5(c) hereof.

Section 6.3.Amendments.  Subject to Section 15.1 of the Participation Agreement, at any time and from time to time, upon the written request of a Majority in Interest of Owner Participants, (i) the Owner Trustee and each Owner Participant shall execute a supplement hereto for the purpose of adding provisions to, or changing or eliminating provisions of, this Trust Agreement as specified in such request, and (ii) the Owner Trustee shall enter into or consent to such written amendment of or supplement to the Operative Documents as the Tenant or the Agent, as the case may be, may agree to and as may be specified in such request, or execute and deliver such written waiver or modification of the terms of the Operative Documents as may be specified in such request; provided, however, if in the reasonable opinion of the Owner Trustee, any document required to be executed by it pursuant to this Section 6.3 affects any right or duty of, or immunity or indemnity in favor of, the Owner Trustee under this Trust Agreement or the other Operative Documents, the Owner Trustee may in its reasonable discretion decline to execute such document.

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ARTICLE VII

MISCELLANEOUS

Section 7.1.Compensation and Indemnification.  Owner Trustee shall receive reasonable compensation for its services hereunder from each Owner Participant and shall be reimbursed by each Owner Participant ratably in accordance with its Equity Percentage for Owner Trustee’s reasonable expenses (including the disbursements and reasonable fees of counsel). In the event an Event of Default or a Default shall have occurred and be continuing and Owner Trustee shall be required pursuant to the provisions of this Trust Agreement to take any action in connection therewith, it shall be reimbursed for any expenses it may incur in relation to taking any such action.  Each Owner Participant severally agrees (ratably in accordance with its Equity Percentage) to reimburse and indemnify and save harmless from and against any and all losses, damages, liabilities, claims, actions, suits, obligations, penalties, demands, disbursements and expenses, including taxes and counsel fees, and including tort claims for which Owner Trustee is strictly liable, which may be asserted against or incurred by reason of Owner Trustee being owner trustee or acting hereunder or under the Operative Documents or the performance or enforcement of any of the terms hereof, but solely by reason thereof and arising out of or relating solely to this Trust Agreement or the operative Documents or the Property or the Net Rent and other sums payable therefor, or the purchase, acceptance, rejection, ownership, lease, possession, use, operation, condition, sale or other disposition of the Property or in any way relating to or arising out of the Trust Estate or the action or the inaction of the Owner Trustee hereunder or by reason of any occurrence while so acting; provided that no Owner Participant shall be so obligated in respect of any such losses, damages, liabilities, claims, actions, suits, obligations, penalties, demands, disbursements and expenses, including taxes and counsel fees pursuant to this Section 7.1, arising from or as a result of (a) the willful misconduct or gross negligence of Owner Trustee, (b) any taxes on, with respect to or measured by any amounts paid to Owner Trustee as compensation for services or otherwise under the Operative Documents, (c) acts or omissions of the Owner Trustee not related to the transactions contemplated by the Operative Documents, or (d) the representations and warranties made by Owner Trustee in the Participation Agreement and provided, further that neither Owner Trustee nor the Trust shall make any claim under this Section 7.1 for any claim or expense indemnified against by the Tenant under Article VIII of the Participation Agreement without first making demand on such Tenant for payment of such claim or expense.  The provisions of this Section 7.1 (other than the requirements for compensation of the Owner Trustee after its resignation, which shall terminate upon the resignation or removal of the Owner Trustee) shall continue in force and effect notwithstanding the termination of this Trust, the resignation or removal of the Owner Trustee or the obligation of any other party to any other Operative Document to make any payment to the Owner Trustee which an Owner Participant is required to make pursuant to this Section 7.1.

Section 7.2.Notices.  All notices and communications provided for herein shall be in writing and shall be deemed to have been given when delivered in accordance with Article VII of the Participation Agreement.

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Section 7.3.Applicable Law.  This Trust is being created in the State of New York and the validity, construction and all rights under this Trust shall be governed by the laws of New York.  If any provision of this Trust shall be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective, provided that such remaining provisions do not increase the obligations or liabilities of the Owner Trustee.

Section 7.4.Tax Reports.  In the event any tax report or tax return is required to be made by the Owner Trustee with respect to the Trust Estate and the Tenant is not required to prepare and file the same pursuant to the Master Lease, the Owner Participant (or a party appointed by a Majority in Interest of Owner Participants) will prepare such tax report or return and deliver a copy thereof to the Owner Trustee.  Upon the request of a Majority in Interest of Owner Participants, the Owner Trustee will execute such instruments, documents and certificates as are necessary to enable the Owner Participants to prepare any such tax report or return provided that the same shall be acceptable to the Owner Trustee.  The Owner Trustee agrees to promptly forward to each Owner Participant any communications with respect to taxes pertaining to the Trust Estate which are received by the Owner Trustee from tax authorities or from the Tenant.

Section 7.5.Headings.  The headings of the various Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 7.6.Successors and Assigns.  All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

Section 7.7.Severability.  Any provision of this Trust Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition on unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.

Section 7.8.Only Written Waivers.  No term or provision of this Trust Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party or other person against whom enforcement of the change, waiver, discharge or termination is sought; and any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

Section 7.9.Counterparts.  This instrument may be simultaneously executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute and be one and the same instrument.

Section 7.10.Rights in Trust Agreement.  Except as expressly provided to the contrary in the Operative Documents, nothing in this Trust Agreement, whether express or implied, shall be construed to give any person other than the Owner Trustee, the Owner Participant, the Tenant, the Agent and any holder from time to time of the Notes and their

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respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Trust Agreement.

IN WITNESS WHEREOF, Harris not in its individual capacity, but solely in its capacity as Owner Trustee herein, has caused this instrument to be duly executed all as of the day and year first above written.

NATWEST LEASING CORPORATION, as Owner Participant
By:	/s/ Michael E. Mahoney
	Michael E. Mahoney
	Vice President
HARRIS TRUST AND SAVINGS BANK, not in its individual capacity but solely in its capacity as Owner Trustee of the Perryville III Trust
By:	/s/ E. Kay Liederman
	E. Kay Liederman
	Vice President

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EX-4.8

Exhibit 4.8

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of                      , 2004, to the Indenture (defined below) made by and among Foster Wheeler Ltd., a company organized under the laws of Bermuda (the “Company”), Foster Wheeler LLC, a limited liability company organized under the laws of Delaware (the “Guarantor”), and BNY Midwest Trust Company, an Illinois trust company, not in its individual capacity but solely as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company issued its 6.50% Convertible Subordinated Notes due 2007 guaranteed by Guarantor (the “Convertible Notes”) pursuant to the Indenture dated as of May 31, 2001 among the Company, Guarantor and the Trustee;

WHEREAS, the Company desires to amend the Indenture for the purpose of changing and eliminating certain provisions;

WHEREAS, Section 7.2 of the Indenture provides that the Indenture may be amended, subject to certain exceptions, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Convertible Notes;

WHEREAS, the Company has received consents to the following amendments from the Holders of at least a majority in aggregate principal amount of the outstanding Convertible Notes; and

WHEREAS, all conditions precedent to amend the Indenture and to make this Supplemental Indenture a valid and binding instrument in accordance with its terms have been satisfied.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Guarantor and the Trustee agree as follows:

ARTICLE I
EFFECTIVENESS AND EFFECT

SECTION 1.01.  Effectiveness and Effect.

This Supplemental Indenture shall take effect on the date hereof.  The provisions set forth in this Supplemental Indenture shall be deemed to be, and shall be construed as part of, the Indenture.  All references to the Indenture in the Indenture or in any other agreement, document or instrument delivered in connection therewith or pursuant thereto shall be deemed to refer to the Indenture as amended by this Supplemental Indenture.

ARTICLE II
AMENDMENT OF CERTAIN PROVISIONS OF THE INDENTURE

SECTION 2.01.  Deletion of Certain Provisions.

(a)  The section headings and the text of Sections 6.1 and 9.4 of the Indenture are hereby deleted and eliminated in their entirety and replaced with “[Intentionally Deleted by Amendment]”.

(b)  All references in the Indenture, as amended by this Section 2.01, to any of the provisions deleted and eliminated as provided above, or to terms defined in such provisions, shall also be deemed deleted and eliminated.

ARTICLE III
MISCELLANEOUS

SECTION 3.01.  Indenture Effective.

Except as amended and supplemented hereby, the Indenture is hereby ratified and confirmed in all respects and shall remain in full force and effect.

SECTION 3.02.  Amendment; Discharge.

No provisions of this Supplemental Indenture may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the parties hereto.

SECTION 3.03.  Notices.

All notices provided hereunder shall be deemed made when delivered to the principal executive offices of the party to be notified.

SECTION 3.04.  Governing Law.

This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

SECTION 3.05.  Counterparts.

This Supplemental Indenture may be executed in counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instruments.

SECTION 3.06.  Trustee.

The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.  The statements and recitals herein are deemed to be those of the Company not of the Trustee.

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SECTION 3.07.  Trust Indenture Act to Control.

If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the TIA, such imposed duties shall control.  If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Supplemental Indenture as so modified or excluded, as the case may be.

SECTION 3.08.  Headings.

The titles and headings of the articles and sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 3.09.  Separability.

In case any one or more of the provisions contained in this Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture, but this Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

SECTION 3.10.  Benefits of Supplemental Indenture.

Nothing in this Supplemental Indenture or the Indenture, express or implied shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of Convertible Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture or this Supplemental Indenture.

SECTION 3.11.  Assignment.

The Company will have the right at all times to assign any of its respective rights or obligations under this Supplemental Indenture to a direct or indirect wholly owned Subsidiary of the Company; provided that, in the event of any such assignment, the Company will remain liable for all such obligations.  Subject to the foregoing, this Supplemental Indenture is binding upon and inures to the benefit of the parties thereto and their respective successors and assigns.  This Supplemental Indenture may not otherwise be assigned by the parties thereto.

SECTION 3.12.  Definitions.

Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Indenture.

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IN WITNESS WHEREOF, the Company, the Guarantor and the Trustee have caused this Supplemental Indenture to be executed and delivered as of the date first written above.

FOSTER WHEELER LTD.

By:

Name:

Title:

FOSTER WHEELER LLC

By:

Name:

Title:

BNY MIDWEST TRUST COMPANY,

As Indenture Trustee

By:

Name:

Title:

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EX-4.9

Exhibit 4.9

EXECUTION COPY

SECOND AMENDED AND RESTATED

MORTGAGE, SECURITY AGREEMENT AND INDENTURE OF TRUST

FROM

VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS

TO

SUNTRUST BANK, CENTRAL FLORIDA,

NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of October 15, 1999

Table of Contents

	ARTICLE I
	DEFINITIONS
Section 1.01.		Definitions
Section 1.02.		Interpretation
	ARTICLE II
	AUTHORIZATION AND ISSUANCE OF BONDS
Section 2.01.		Authorization of Bonds
Section 2.02.		Series 1999 Bonds
Section 2.03.		Series 1999A Bonds
Section 2.04.		Series 1999 B Bonds
Section 2.05.		Series 1999C Bonds
Section 2.06.		Series 1999D Bonds
Section 2.07.		Additional Bonds
Section 2.08.		Other Indebtedness
Section 2.09.		Book-Entry System
	ARTICLE III
	GENERAL TERMS AND PROVISIONS OF BONDS
Section 3.01.		Medium of Payment: Form and Date: Letters and Numbers. 50
Section 3.02.		Legends
Section 3.03.		Execution and Authentication
Section 3.04.		Interchangeability of Bonds
Section 3.05.		Negotiability, Transfer and Registration
Section 3.06.		Provisions with Respect to Exchanges and Transfers
Section 3.07.		Bonds Mutilated, Destroyed, Stolen or Lost
Section 3.08.		Temporary Bonds
	ARTICLE IV
	REDEMPTION OF BONDS
Section 4.01.		Privilege of Redemption and Redemption Price
Section 4.02.		Redemption at the Election or Direction of the Company
Section 4.03.		Redemption Otherwise Than at Company’s Election or Direction
Section 4.04.		Selection of Bonds to Be Redeemed
Section 4.05.		Notice of Redemption
Section 4.06.		Payment of Redeemed Bonds

Section 4.07.		Redemption of 1999 Bonds Pursuant to Sinking Fund Installments
Section 4.08.		Special Mandatory Redemption of the 1999 Bonds upon a Determination of Taxability
Section 4.09.		Special Mandatory Redemption of the 1999 Bonds upon Damage, Condemnation or Loss of Title
Section 4.10.		Redemption of the Series 1999D Bonds and the Series 1999C Bonds from the Retail Rate Litigation Proceeds or from Prepayments of Exit Payments
Section 4.11.		Special Mandatory Redemption of the 1999 Bonds upon Liquidation of the DBT
Section 4.12.		Optional Redemption of the 1999 Bonds to Effect a Change of Use Under Treasury Regulation Section 1.141-12
	ARTICLE V
	REVENUES AND ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF
Section 5.01.		Payment of Bonds
Section 5.02.		Creation of Funds. Accounts and Subaccounts
Section 5.03.		Application of Proceeds; Provisions Relating to the Construction Fund
Section 5.04.		Revenue Fund
Section 5.05.		Special Tax Allocation Account
Section 5.06.		Series 1999C Bond Account and Series 1999D Bond Account
Section 5.07.		The Redemption Fund
Section 5.08.		The Retail Rate Litigation Proceeds Fund
Section 5.09.		The Rebate Fund
Section 5.10.		Reimbursement to Credit Bank
Section 5.11.		Moneys to Be Held in Trust
Section 5.12.		Deposits
Section 5.13.		Investment of Funds
Section 5.14.		Valuation and Sale of Investments
	ARTICLE VI
	COVENANTS
Section 6.01.		Payment of Bonds
Section 6.02.		Further Assurances
Section 6.03.		Tax Covenants
Section 6.04.		Performance of Covenants; The Issuer
Section 6.05.		Right to Payments under Facility Lease Agreement; Instruments of Further Assurance
Section 6.06.		Recordation and Other Instruments

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Section 6.07.		Deposit of Incremental Taxes
Section 6.08.		Continuing Disclosure
	ARTICLE VII
	DEFAULTS AND REMEDIES
Section 7.01.		Events of Default
Section 7.02.		Acceleration
Section 7.03.		Surrender of Possession of Mortgaged Property; Rights and Duties of Trustee in Possession
Section 7.04.		Receiver
Section 7.05.		Waiver
Section 7.06.		Foreclosure of Indenture
Section 7.07.		Default in Payment of Series 1999C Bonds or the Series 1999D Bonds; Remedies
Section 7.08.		Illinois Uniform Commercial code
Section 7.09.		Other Remedies
Section 7.10.		Waiver of Past Defaults
Section 7.11.		Control by Majority
Section 7.12.		Limitation on Suits
Section 7.13.		Rights of Owners to Receive Payment
Section 7.14.		Collection Suit by Trustee
Section 7.15.		Trustee May File Proofs of Claim
Section 7.16.		Priorities
Section 7.17.		Undertaking for Costs
Section 7.18.		Rights of Credit Bank or Bond Insurer
Section 7.19.		Pledges of Partnership Interests
	ARTICLE VIII
	THE TRUSTEE
Section 8.01.		Employment and Duties of the Trustee
Section 8.02.		Removal and Resignation of the Trustee
Section 8.03.		Compensation and Indemnification of the Trustee
Section 8.04.		Protection of the Trustee
Section 8.05.		Duties of Trustee
Section 8.06.		Notice of Defaults
Section 8.07.		Transfer of Rights and Property to Successor Trustee
Section 8.08.		Merger or Consolidation
Section 8.09.		Adoption of Authentication
Section 8.10.		Retention of Information
Section 8.11.		Co-Trustee

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	ARTICLE IX
	AMENDMENT OF OR SUPPLEMENT TO THE INDENTURE
Section 9.01.		Amendment or Supplement by Consent of Owners; Without Consent of Owners
Section 9.02.		Disqualified Bonds
Section 9.03.		Endorsement or Replacement of Bonds after Amendment or Supplement
Section 9.04.		Signing by Trustee of Amendments and Supplements
Section 9.05.		Consent of Company and FWC Required
	ARTICLE X
	AMENDMENT OF OR SUPPLEMENT TO THE FACILITY LEASE AGREEMENT
Section 10.01.		Amendment or Supplement by Consent of Owners; Without Consent of Owners
Section 10.02.		Consents by Trustee to Amendments or Supplements
	ARTICLE XI
	DEFEASANCE
Section 11.01.		Defeasance
Section 11.02.		Bonds Deemed to Have Been Paid
Section 11.03.		Moneys Held for Particular Bonds
Section 11.04.		Moneys Held in Special Tax Allocation Account and the Incremental Tax Surplus Account
Section 11.05.		Unclaimed Money
	ARTICLE XII
	SUBORDINATION AND RELEASES
Section 12.01.		Subordination
Section 12.02.		Release of Leased Land
Section 12.03.		Granting or Release of Easements
Section 12.04.		Release of Leased Equipment
	ARTICLE XIII
	MISCELLANEOUS
Section 13.01.		Execution of Instruments by Owners of Bonds and Proof of Ownership of Bonds
Section 13.02.		Parties Interested Herein
Section 13.03.		Successor Deemed Included in All References to Predecessor
Section 13.04.		Execution of Documents by Owners

iv

Section 13.05.	Waiver of Personal Liability
Section 13.06.	Notice by Mail
Section 13.07.	Funds
Section 13.08.	Article and Section Headings, Gender and References
Section 13.09.	Partial Invalidity
Section 13.10.	Cancellation and Destruction of Bonds
Section 13.11.	Performance of Independent Engineer
Section 13.12.	Evidence of Beneficial Owners
Section 13.13.	Governing Law
Section 13.14.	Notices
Section 13.15.	Payment Due on Holidays
Section 13.16.	Next Succeeding Business Day
Section 13.17.	Recording of Indenture
Section 13.18.	Reaffirmation, Restatement and Waivers
Exhibit A	Facility Site
Exhibit B	Facility Buildings and Equipment
Exhibit C-1	Form of Series 1999A Bonds
Exhibit C-2	Form of Series 1999B Bonds
Exhibit D	Form of Series 1999C Bonds
Exhibit E	Form of Series 1999D Bonds
Exhibit F	Laydown Site
Exhibit G	Transfer Station Site
Exhibit H	Series 1999D Bonds, Table of Accreted Amounts

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SECOND AMENDED AND RESTATED

MORTGAGE, SECURITY AGREEMENT AND INDENTURE OF TRUST

THIS SECOND AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND INDENTURE OF TRUST (this “Indenture”) dated as of October 15, 1999, being the Amended 1994 Indenture (as hereinafter defined) as amended and restated effective on the Initial Exchange Date (as hereinafter defined) from the VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS, a home rule unit of local government duly organized and validly existing under the Constitution and laws of the State of Illinois (the “Issuer”) to SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, (the “Trustee”), as successor trustee to US Bank Trust National Association, as successor trustee (the “Second Successor Trustee”) to First Trust of Illinois, National Association, as successor trustee to Bank of America Illinois (the “Original Trustee”).

WITNESSETH:

WHEREAS, the Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq., as supplemented and amended (the “Act”), authorizes the Issuer to issue revenue bonds to finance in whole or in part the cost of acquisition, purchase, construction, reconstruction, improvement, betterment or extension of any “industrial project” (as defined in the Act);

WHEREAS, the Act also authorizes the Issuer to lease any such industrial project to any enterprise described in the Act;

WHEREAS, pursuant to authority granted to it by the Act, as supplemented by the Local Government Debt Reform Act, 30 ILCS 350/1 et seq., as amended and supplemented, and the Tax Increment Allocation Redevelopment Act. 65 ILCS 5/11-74.4-1 et seq., as supplemented and amended (the “TIF Act”), the President and Board of Trustees of the Issuer adopted a resolution (the “Bond Resolution”) on September 20, 1994, as supplemented and amended by a resolution adopted by the President and Board of Trustees of the Issuer on October 18, 1994, authorizing assistance to Robbins Resource Recovery Partners, L.P. (the “Company”) in the financing of a recycling and waste-to-energy facility designed to process approximately 1,600 tons of municipal solid waste per day (the “Facility”), together with associated materials, ancillary structures and related contractual and property interests (collectively, the “Project”);

WHEREAS, the Issuer has entered into a Facility Site Lease and Host Benefits Agreement with the Company dated as of September 15, 1994 (the “Site Lease”), concerning the lease of the facility site described in Exhibit A hereto and the granting of certain easements and rights to the Company;

WHEREAS, the Company has entered into a project operating and maintenance agreement with FWI to provide for the operation and maintenance of the Facility;

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WHEREAS, the Company has entered into waste disposal agreements with various municipalities to provide for the disposal of solid waste generated within the boundaries of such municipalities at the Facility;

WHEREAS, the Company has entered into an amended and restated electric service contract dated as of September 16, 1994, with Commonwealth Edison Company concerning the sale of electricity produced at the Facility, which contract has been further amended by the parties as follows:

(i)            Rate 18 Standby Electric Service Contract Addendum dated January 8, 1997;

(ii)           Addendum dated as of April 1, 1988;

(iii)          Addendum 2 dated as of January 1, 1999; and

(iv)          Addendum 3 dated as of May 26, 1999;

WHEREAS, the Issuer has entered into a Facility Lease Agreement dated as of September 15, 1994 (the “Original Facility Lease Agreement”) with the Company, concerning the lease of the Facility to the Company:

WHEREAS, the Issuer and Original Trustee were parties to a Mortgage, Security Agreement and Indenture of Trust, dated as of September 15, 1994 (the “Original Indenture”):

WHEREAS, pursuant to the Original Indenture the Issuer provided for the issuance of its Original Series 1994 Bonds (as hereinafter defined), including its $45,000,000 Taxable Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project),  Series 1994C (the “1994C Bonds”) and its $20,000,000 Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project), Series 1994D (the “1994D Bonds”), for the purpose of financing a portion of the cost of acquiring, constructing, equipping and installing the Project and for any other purposes permitted by the Act and the TIF Act, subject to the provisions of the Original Indenture;

WHEREAS, pursuant to the Bond Resolution and the Original Indenture on November 23, 1994, the Issuer issued the Original Series 1994 Bonds in the combined aggregate principal amount of $385,000,000 for the purpose of (i) financing a portion of the cost of the Project, including certain capitalized interest on the Original Series 1994 Bonds, (ii) paying the costs of issuing the Original Series 1994 Bonds and (iii) funding a deposit to a debt service reserve account securing certain of the Original Series 1994 Bonds, as further described in the Original Indenture;

WHEREAS, all things necessary to make the Original Series 1994 Bonds, when authenticated by the Trustee and issued as provided in the Original Indenture, the valid, binding

2

and legal obligations of the Issuer according to the import thereof and the terms of the Original Indenture, and to constitute the Original Indenture a valid pledge of and grant of a lien on the Trust Estate (as defined therein), subject to the provisions of the Original Indenture, for the purpose of providing for the operation and maintenance of the Project and to secure the payment of the principal of, premium, if any, and interest on the Bonds (as therein defined) were done and performed, in due form and time, as required by law;

WHEREAS, the execution and delivery of the Original Indenture and the execution and issuance of the Original Series 1994 Bonds, subject to the terms of the Original Indenture, were in all respects duly authorized by the Issuer;

WHEREAS, the Issuer and the Second Successor Trustee are parties to an Amended and Restated Mortgage, Security Agreement and Indenture of Trust, dated as of September 15, 1996 (the “Amended 1994 Indenture”), authorized by a bond ordinance adopted by the Issuer on September 10, 1996 (the “1996 Exchange Bond Ordinance”);

WHEREAS, the Issuer entered into the Amended 1994 Indenture to amend, restate and supersede the Original Indenture to accommodate an exchange of certain of the Original Series 1994A Bonds (as hereinafter defined) and Original Series 1994B Bonds (as hereinafter defined) for Exchanged 1994 Bonds (as hereinafter defined) of the same respective series bearing a lower interest rate (subject to increase in certain circumstances), having different redemption provisions, having a longer maturity, having the benefit of certain additional covenants and credit support arrangements, all as described more particularly therein (the “Exchanged 1994 Bonds”);

WHEREAS, pursuant to the 1996 Exchange Bond Ordinance and the Amended 1994 Indenture, on October 15, 1996 the Issuer issued the Exchanged 1994 Bonds in the combined aggregate principal amount of $319,750,000;

WHEREAS, the holders of Original Series 1994A Bonds issued on November 23, 1994 in the par amount of $250,000 chose not to consent to the offered exchange under the Amended 1994 Indenture (the “Non-Consenting Series 1994A Bonds”) and continued to hold the Original Series 1994A Bonds after issuance of the Exchanged 1994 Bonds (the Exchanged 1994 Bonds and the Non-Consenting Series 1994A Bonds, the “1994 Bonds”);

WHEREAS, all things necessary to make the Exchanged 1994 Bonds, when authenticated by the Trustee and issued as provided in the Amended 1994 Indenture, the valid, binding and legal obligations of the Issuer according to the import thereof and the terms of the Amended 1994 Indenture, and to constitute the Amended 1994 Indenture a valid pledge of and grant of a lien on the Trust Estate (as defined therein), subject to the provisions of the Amended 1994 Indenture, for the purpose of providing for the operation and maintenance of the Project and to secure the payment of the principal of, premium, if any, and interest on the Bonds (as therein defined) were done and performed, in due form and time, as required by law;

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WHEREAS, the execution and delivery of the Amended 1994 Indenture and the execution and issuance of the Exchanged 1994 Bonds, subject to the terms of the Amended 1994 Indenture, were in all respects duly authorized by the Issuer;

WHEREAS, the 1994C Bonds were retired on July 24, 1997 and the 1994D Bonds were refunded at their maturity by the Issuer’s $20,350,000 Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project), Series 1997A (the “1997A Bonds”) issued on July 24, 1997 and secured under another indenture and without the benefit of any security under the Amended 1994 Indenture;

WHEREAS, the Issuer desires to enter into this Indenture to amend, restate and supersede the Amended 1994 Indenture in order to accommodate the issuance of the 1999 Bonds (as hereinafter defined) in exchange for the 1994 Bonds through a pre-packaged bankruptcy proceeding;

WHEREAS, new CUSIP numbers shall be assigned to the 1999 Bonds;

WHEREAS, pursuant to authority granted to it by the Act, as supplemented by the TIF Act, the President and Board of Trustees of the Issuer adopted on October 12, 1999 an ordinance (the “1999 Exchange Bond Ordinance”) authorizing this Indenture, the amendment and restatement of the Facility Lease Agreement (as hereinafter defined) and the issuance of the 1999 Bonds;

WHEREAS, portions of certain Litigation Proceeds (as hereinafter defined) respecting the Retail Rate Litigation (as hereinafter defined) will, by the terms of the Litigation Proceeds Trust Agreement, be paid to the Trustee for application to the redemption or payment of the Series 1999D Bonds and thereafter to the payments of other series of the Bonds as hereinafter provided;

WHEREAS, FWC has executed and delivered an Exit Funding Agreement dated as of October 15, 1999 between FWC and the Trustee, by the terms of which FWC has agreed, subject to the terms thereof, to make payments to the Trustee to be used to pay the debt service on the Series 1999C Bonds and the Series 1999D Bonds (to the extent not otherwise paid);

WHEREAS, all things necessary to make the 1999 Bonds, when authenticated by the Trustee and issued as provided in this Indenture, the valid, binding and legal obligations of the Issuer according to the import thereof and the terms of this Indenture, and to constitute this Indenture a valid and effective amendment and restatement of the Amended 1994 Indenture, a valid pledge of and grant of a lien on the Trust Estate, subject to the provisions of this Indenture, for the purpose of providing for the operation and maintenance of the Project and to secure the payment of the principal of, premium, if any, and interest on the 1999 Bonds have been done and performed, in due form and time, as required by law;

4

WHEREAS, the execution and delivery of this Indenture and the execution and issuance of the 1999 Bonds, subject to the terms hereof, have in all respects been duly authorized by the Issuer;

WHEREAS, additional amounts may be necessary to improve the Project or for other purposes set forth herein, opportunities may develop to reduce debt service on the 1999 Bonds and circumstances may occur that will require the restructuring of the 1999 Bonds, and as a result, provision has been and continues to be made for the issuance of additional bonds from time to time (the “Additional Bonds”);

WHEREAS, the 1999 Bonds and all Additional Bonds that will be issued under this Indenture have been and will continue to be, or will be, as the case may be, further secured by a mortgage on and security interest in the Project and a pledge and assignment of the Facility Lease Agreement (as hereinafter defined) to the Trustee, but only to the extent and subject to the limitations set forth in this Indenture; and

WHEREAS, the parties hereto hereby agree to the amendments and modifications provided for herein, subject to the terms and conditions hereinafter set forth;

GRANTING CLAUSES

NOW, THEREFORE, THIS MORTGAGE, SECURITY AGREEMENT AND INDENTURE OF TRUST WITNESSETH:

That in order to provide for the operation and maintenance of the Project and to secure the payment of the principal of, premium, if any, and interest on all Bonds issued and to be issued hereunder, according to the import thereof, and to reimburse any Credit Bank, any Debt Service Reserve Account Facility Provider and any Bond Insurer (each as hereinafter defined) for amounts owed to it under its Credit Facility, Debt Service Reserve Account Facility or Bond Insurance Policy (each as hereinafter defined), respectively, but subject to the limitations set forth herein, and the performance and observance of each and every covenant and condition herein and in the Bonds contained, and for and in consideration of the premises and of the acceptance by the Trustee of the trusts hereby created, and of the exchange and acceptance of the Bonds by the respective Owners thereof, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, and for the purpose of fixing and declaring the terms and conditions upon which the Bonds shall be issued, authenticated, delivered, secured and accepted by all persons who shall from time to time be or become Owners thereof, the Issuer does hereby mortgage, absolutely assign, pledge and grant a lien upon all of its right, title and interest in and to the following described property, rights and interests (herein called the “Trust Estate”) to the Trustee and its successors in trust and assigns, to the extent provided in this Indenture and excluding the Unassigned Rights (as hereinafter defined):

(a)  The Revenues (as hereinafter defined);

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(b)  The real estate described in Exhibit A attached hereto and made a part hereof, together with the entire interest of the Issuer in and to all buildings, structures, improvements and appurtenances now standing, or at any time hereafter constructed or placed, upon such real estate, including all right, title and interest of the Issuer, if any, in and to all building material, building equipment and fixtures of every kind and nature whatsoever on said real estate or in any building, structure or improvement now or hereafter standing on said real estate, and the reversion or reversions, remainder or remainders, in and to said real estate, together with the entire interest of the Issuer in and to all and singular the tenements, hereditaments, easements, rights-of-way, rights, privileges and appurtenances to said real estate belonging or in any wise appertaining thereto, including without limitation the entire right, title and interest of the Issuer in, to and under any streets, ways, alleys, gores or strips of land adjoining said real estate, and all claims or demands whatsoever of the Issuer either in law or in equity, in possession or expectancy, of, in and to said real estate; (it being the intention of the parties hereto that, so far as may be permitted by Law (as hereinafter defined), all property of the character herein above described, which is now owned or is hereafter acquired by the Issuer and is affixed or attached or annexed to said real estate shall be and remain or become and constitute a portion of said real estate and the security covered by and subject to the lien of this Indenture), together with all rents, income, revenues, issues and profits thereof, and the present and continuing right to make claim for, collect, receive and receipt for any and all of such rents, income, revenues, issues and profits arising therefrom or in connection therewith (except the rights of the Issuer under Article III of the Site Lease to receive certain rental and other payments); subject, however, to Permitted Encumbrances (as hereinafter defined);

(c)  The buildings, machinery, equipment and other tangible personal property owned by the Issuer and described in Exhibit B attached hereto and made a part hereof (which machinery, equipment and property is to be located on the real estate described in Exhibit A attached hereto and made a part hereof), together with all other machinery, equipment and further tangible personal property which is now owned or hereafter acquired by the Issuer and which is now or at any time hereafter located on the real estate described in Exhibit A attached hereto and made a part hereof (excluding property installed by and which remains the property of the Company pursuant to the Site Lease or the Facility Lease Agreement), and all products and proceeds thereof; subject, however, to Permitted Encumbrances;

(d)  The Site Lease pursuant to which the land described in Exhibit A hereto and made a part hereof is leased to the Company, including all extensions and renewals of the term thereof, if any, together with all rights, title and interest of the Issuer as Lessor therein, thereto and thereunder (except the rights of the Issuer under Article III of the Site Lease to receive certain rental and other payments), including, but without limiting the generality of the foregoing, the present and continuing right to make claim for, collect, receive and receipt for any of the rents, income, revenues, issues and profits and other sums of money payable or receivable thereunder, whether payable as rents or otherwise, to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which the Issuer or any lessor is or may

6

become entitled to do under the Site Lease, provided, that the assignment made by this clause shall not impair or diminish any obligation of the Issuer under the provisions of the Site Lease;

(e)  (i)  The real estate from time to time acquired by the Issuer and described in Exhibit F attached hereto and made a part hereof, together with the entire interest of the Issuer in and to all buildings, structures, improvements and appurtenances now standing, or at any time hereafter constructed or placed, upon such real estate, including all right, title and interest of the Issuer, if any, in and to all building material, building equipment and fixtures of every kind and nature whatsoever on said real estate or in any building, structure or improvement now or hereafter standing on said real estate, and the reversion or reversions, remainder or remainders, in and to said real estate, together with the entire interest of the Issuer in and to all and singular the tenements, hereditaments, easements, rights-of-way, rights, privileges and appurtenances to said real estate belonging or in any wise appertaining thereto, including without limitation the entire right, title and interest of the Issuer in, to and under any streets, ways, alleys, gores or strips of land adjoining said real estate, and all claims or demands whatsoever of the Issuer either in law or in equity, in possession or expectancy, of, in and to said real estate; it being the intention of the parties hereto that, so far as may be permitted by law, all property of the character hereinabove described, which is now owned or is hereafter acquired by the Issuer and is affixed or attached or annexed to said real estate, shall be and remain or become and constitute a portion of said real estate and the security covered by and subject to the lien of this Indenture, together with all rents, income, revenues, issues and profits thereof, and the present and continuing right to make claim for, collect, receive and receipt for any and all of such rents, income, revenues, issues and profits arising therefrom or in connection therewith (except the rights of the Issuer under the Laydown Site Lease to receive certain rental and other payments); subject, however, to Permitted Encumbrances;

(ii)           The machinery, equipment and other tangible personal property owned by the Issuer and to be located on the real estate described in Exhibit F attached hereto and made a part hereof, together with all other machinery, equipment and further tangible personal property which is now owned or hereafter acquired by the Issuer and which is now or at any time hereafter located on the real estate described in Exhibit F attached hereto and made a part hereof (excluding property installed by and which remains the property of the Company pursuant to the Laydown Site Lease), and all products and proceeds thereof; subject, however, to Permitted Encumbrances; and

(iii)          The Laydown Site Lease pursuant to which the land described in Exhibit F hereto and made a part hereof is leased to the Company, including all extensions and renewals of the term thereof, if any, together with all rights, title and interest of the Issuer as Lessor therein, thereto and thereunder (except the rights of the Issuer under the Laydown Site Lease to receive certain rental and other payments), including, but without limiting the generality of the foregoing, the present and continuing right to make claim for, collect, receive and receipt for any of the rents, income, revenues, issues and profits

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and other sums of money payable or receivable thereunder, whether payable as rents or otherwise, to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which the Issuer or any lessor is or may become entitled to do under the Laydown Site Lease, provided, that the assignment made by this clause shall not impair or diminish any obligation of the Issuer under the provisions of the Laydown Site Lease;

(f)  The Transfer Station Mortgage pursuant to which the land described in Exhibit G hereto and made a part hereof will be mortgaged by the Company to the Issuer, including all rights, title and interest of the Issuer as mortgagee therein, thereto and thereunder including, but without limiting the generality of the foregoing, the present and continuing right to make claim for, collect, receive and receipt for any of the rents, income, revenues, issues and profits and other sums of money payable or receivable thereunder, whether payable as rents or otherwise, to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which the Issuer or any mortgagee is or may become entitled to do under the Transfer Station Mortgage, provided, that in the event that the Transfer Station Mortgage is terminated in accordance with its terms, such land shall be released automatically from the lien of this Indenture upon the Trust Estate at the time of such termination;

(g)  The Facility Lease Agreement pursuant to which the buildings, equipment, machinery and related property described therein and in Exhibit B attached hereto and made a part hereof are leased to the Company, including all extensions and renewals of the term thereof, if any, together with all rights, title and interest of the Issuer as lessor therein, thereto and thereunder, including, but without limiting the generality of the foregoing, the present and continuing right to make claim for, collect, receive and receipt for any of the rents, income, revenues, issues and profits and other sums of money payable or receivable thereunder, whether payable as rents or otherwise, to bring actions and proceedings thereunder or for the enforcement thereof, and to do any and all things which the Issuer or any lessor is or may become entitled to do under the Facility Lease Agreement, provided, that the assignment made by this clause shall not impair or diminish any obligation of the Issuer under the provisions of the Facility Lease Agreement;

(h)  The Collateral (as hereinafter defined) including, but without limiting the generality of the foregoing, the present and continuing right to make claim for, collect, receive and receipt for any of the rents, income, revenues, issues and profits and other sums of money payable or receivable thereunder, and to bring actions and proceedings thereunder or for the enforcement thereof;

(i)  All funds, accounts and subaccounts established pursuant to this Indenture and all moneys and securities and earnings in such funds, accounts and subaccounts;

(j)  The Site Lease Environmental Guaranty Agreement (as hereinafter defined) including, but without limiting the generality of the foregoing, the present and continuing right to

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make claim for, collect, receive and receipt for any of the moneys payable or receivable thereunder and to bring actions and proceedings thereunder or for the enforcement thereof;

(k)  The Laydown Site Lease Environmental Guaranty Agreement (as hereinafter defined) including, but without limiting the generality of the foregoing, the present and continuing right to make claim for, collect, receive and receipt for any of the moneys payable or receivable thereunder and to bring actions and proceedings thereunder or for the enforcement thereof;

(l)  The Pledges of Partnership Interests (as hereinafter defined);

(m)  The Incremental Taxes (as hereinafter defined) including, but without limiting the generality of the foregoing, the present and continuing right to make claim for, collect, receive and receipt for any Incremental Taxes, and to bring actions and proceedings for the enforcement of its rights with respect thereto; and

(n)  Any and all other contracts, instruments, moneys, securities and property furnished from time to time to the Trustee by the Issuer or on behalf of the Issuer or by any other persons to be held by the Trustee under the terms of this Indenture;

BUT IN TRUST NEVERTHELESS, for the equal and proportionate benefit and security of the Bonds issued and to be issued hereunder and secured by this Indenture, including any Bonds hereafter issued, without preference, priority or distinction as to participation in the lien, benefit and protection hereof of any one Bond over any other or from the others by reason of priority in the issue or negotiation thereof or by reason of the date or dates of maturity thereof, or for any other reason whatsoever (except as expressly provided in this Indenture), so that each and all of the Bonds shall have the same right, lien and privilege under this Indenture and shall be equally secured hereby, with the same effect as if the same had all been made, issued and negotiated upon the delivery hereof (all except as expressly provided in this Indenture);

PROVIDED, HOWEVER,  that prior to the occurrence of an Event of Default (as hereinafter defined) the lien on and pledge of the Trust Estate conferred by this Indenture in favor of the Trustee shall be subject in all respects to the provisions of this Indenture that require the application of Revenues or other moneys to the Revenue Fund, the Operations and Maintenance Fund, the Construction Fund, the Tax Equalization Fund, the Redemption Fund, the Retail Rate Litigation Fund or the Rebate Fund (as such terms are hereinafter defined), including in each case any account or subaccount established therein, prior to the application of such Revenues or other moneys for the payment of the principal or Redemption Price (as hereinafter defined) of and the interest on the Bonds.  The Trust Estate does not include the Unassigned Rights.  No Owner of any Bonds has the right to compel any exercise of the taxing power of the Issuer to pay the principal or Redemption Price of the Bonds or the interest thereon.  The Bonds do not constitute an indebtedness of the Issuer or a loan of the credit thereof within the meaning of any constitutional or statutory provision.

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Notwithstanding the foregoing provisions of these Granting Clauses:

(i)            moneys or investments credited to a Debt Service Reserve Account (as hereinafter defined) within the Debt Service Reserve Fund (as hereinafter defined) shall be pledged to and secure solely the Bonds with respect to which such Debt Service Reserve Account has been established;

(ii)           moneys or investments credited to the various Accounts and Subaccounts in the various Funds (as hereinafter defined) shall be pledged to and secure solely the series of Bonds with respect to which such Accounts and Subaccounts have been established;

(iii)          the Special Tax Allocation Account and the Incremental Tax Surplus Account (as such terms are hereinafter defined) and the moneys and investments credited thereto shall secure, and constitute a source of payment for, solely the Series 1999A Bonds (as hereinafter defined), and may also be used for such other purposes as may be permitted by subsection (b) of Section 5.05 of this Indenture;

(iv)          until the first date on which none of the Series 1999A Bonds shall remain Outstanding and the Tax Equalization Account (as hereinafter defined) shall be closed, the Tax Equalization Account and the moneys and investments credited thereto shall secure, and constitute a source of payment for, solely the Series 1999B Bonds and any Additional Bonds (as such terms are hereinafter defined) Outstanding (as hereinafter defined) during such period;

(v)           the assignment of the Facility Lease Agreement to the Trustee under and pursuant to these Granting Clauses shall constitute (Y) an assignment of all obligations of the Company under the Facility Lease Agreement and (Z) an assignment of all rights of the Issuer under the Facility Lease Agreement except for the Unassigned Rights;

(vi)          the assignment of the Pledges of Partnership Interests shall be for the sole benefit of the Series 1999A Bonds and the Series 1999B Bonds;

(vii)         the rights, titles and interests mortgaged, assigned, pledged and granted in the Granting Clauses above, except for Granting Clause (i), shall not be so pledged to the payment of the Series 1999C Bonds and Series 1999D Bonds.

(viii)        moneys and investments of the Rebate Fund shall not be pledged to the payment of the Bonds but shall be applied solely to the payment of rebate amounts due to the United States of America with respect to Tax-Exempt Bonds or payments in lieu thereof; and

(ix)           upon the occurrence of an Event of Default the Trustee shall have a first lien on amounts collected pursuant to Article VII, as described in Section 7.16 hereof.

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PROVIDED, FURTHER, HOWEVER, that these presents are upon the condition that, if the Issuer, or its successors, shall well and truly pay or cause to be paid, or provide for the payment of all principal, premium, if any, and interest on the Bonds due or to become due thereon, at the times and in the manner stipulated therein and herein, then this Indenture and the rights hereby granted shall cease, terminate and be void, but shall otherwise be and remain in full force;

AND IT IS HEREBY COVENANTED AND AGREED by and among the Issuer, the Trustee and the Owners from time to time of the Bonds, that the terms and conditions upon which the Bonds are to be issued, authenticated, delivered, secured and accepted by all persons who shall from time to time be or become the Owners thereof, and the trusts and conditions upon which the moneys and securities hereby pledged are to be held and disposed of, which trusts and conditions the Trustee hereby accepts, are as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.  Unless the context otherwise requires, the terms defined in this Section 1.01 shall for all purposes hereof and of any amendment hereof or supplement hereto and of the Bonds and of any certificate, opinion, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein:

“Accreted Amount” means, with respect to any Capital Appreciation Bonds, the amount set forth (Y) in Exhibit H to this Indenture in the case of the Series 1999D Bonds and (Z) in the supplemental indenture authorizing any Additional Bonds in the case of such Additional Bonds, as the amount representing the initial public offering or exchange price thereof, plus the amount of interest that has accreted on such Bonds, compounded periodically, to the date of calculation, determined by reference to accretion tables contained in or referred to in such Exhibit H in the case of the Series 1999D Bonds and in a supplemental indenture in the case of Additional Bonds.  The Accreted Amounts for such Bonds as of any date not stated in such tables shall be calculated by adding to the Accreted Amount for such Bonds as of the date stated in such tables immediately preceding the date of computation a portion of the difference between the Accreted Amount for such preceding date and the Accreted Amount for such Bonds as of the date shown on such tables immediately succeeding the date of calculation, apportioned on the assumption that interest accretes during any period in equal daily amounts on the basis of a 360-day year consisting of twelve 30-day months.

“Act” means The Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq., as amended from time to time.

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“Additional Bonds” means Bonds authenticated and delivered pursuant to Section 2.07 hereof.

“Affiliate” with respect to any Person, means any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such Person.  For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise.  No individual shall be deemed to be an Affiliate of a Person solely by reason of his or her being a director, committee member, officer or employee of such Person.

“Agency Agreement” means that certain agreement dated as of May 9, 1994, by and among the South Suburban Solid Waste Agency, the Company and the municipalities named therein.

“Agency Guaranty Agreement” means the Agency Guaranty Agreement dated as of September 15, 1994, from FWC to the South Suburban Solid Waste Agency, pursuant to which FWC has guaranteed the obligations of the Company under the Agency Agreement.

“Amended 1994 Indenture” is defined in the Preamble.

“Ash Disposal Agreements” means:

(i)            The Bottom Ash Recycling and Disposal Agreement dated as of April 23, 1998, between the Company and American International Materials, L.L.C., and

(ii)           The Fly Ash Recycling and Disposal Agreement dated as of April 23, 1998, between the Company and American International Materials, L.L.C.

“Authorized Denominations” means in the case of the 1999 Bonds any whole dollar amount (one dollar minimum denomination), and, in the case of Additional Bonds, such other denominations as may be specified in the supplemental indenture authorizing the issuance thereof.

“Beneficial Owner” is defined in Section 2.09 hereof.

“Bond Counsel” means any firm of nationally recognized municipal bond attorneys selected by the Issuer with the prior written consent of a Company Representative (which consent shall not be unreasonably withheld) and experienced in the issuance of municipal bonds and matters relating to the exclusion of the interest thereon from gross income for Federal income tax purposes.

“Bond Fund” means the fund by that name created in Section 5.02(a)(iv) hereof.

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“Bond Insurance Policy” means a municipal bond new issue insurance policy insuring and guaranteeing the payment of the principal of and interest on a series of Bonds or certain maturities thereof as may be provided in the supplemental indenture authorizing such series.

“Bond Insurer” means a Person that has issued a Bond Insurance Policy.  All references to “Bond Insurer” shall be of no effect at any time that no Bond Insurance Policy is issued and secures a series of the Bonds, except with respect to rights of any Bond Insurer established hereunder which do not by their terms, expire upon the termination of the Bond Insurance Policy issued by such Bond Insurer.

“Bond Resolution” means Resolution No.  9-20-94 adopted by the Corporate Authorities on September 20, 1994, as supplemented and amended by Resolution No.  10-18-94 adopted by the Corporate Authorities on October 18, 1994, as supplemented by the 1996 Exchange Bond Ordinance, and the 1999 Exchange Bond Ordinance, and as the same may be further supplemented and amended from time to time.

“Bondholder” and “Owner” each means the registered owner of a Bond.

“Bonds” means the Series 1999A Bonds, the Series 1999B Bonds, the Series 1999C Bonds and the Series 1999D Bonds and any Additional Bonds.

“Book-Entry System” means the system maintained by the Securities Depository described in Section 2.09 hereof.

“Business Day”  means any day other than (i) a Saturday or Sunday or (ii) a day on which banks in any city in which the principal office of the Trustee or any Securities Depository is located, are authorized or required to be closed.

“Capital Appreciation and Income Bond” means any Bondas to which accruing interest is not paid prior to the Interest Commencement Date specified therefor and is compounded periodically on certain designated dates prior to the Interest Commencement Date specified therefor, all as provided in the supplemental indenture authorizing the issuance of such Capital Appreciation and Income Bond.

“Capital Appreciation Bond” means any Bond the interest on which (i) shall be compounded periodically on certain designated dates, (ii) shall be payable only at maturity or redemption prior to maturity and (iii) shall be determined by subtracting from the Accreted Amount the initial public offering or exchange price thereof, all as provided in this Indenture with respect to the Series 1999D Bonds or in the supplemental indenture authorizing the issuance of any other Capital Appreciation Bond.  The term “Capital Appreciation Bond” as used throughout this Indenture also includes any Capital Appreciation and Income Bond prior to the Interest Commencement Date specified therefor.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Collateral” means all of the collateral pledged and assigned to the Issuer by the Company pursuant to Section 4.6 of the Facility Lease Agreement.

“ComEd” shall mean Commonwealth Edison Company, an Illinois corporation, and its successors and assigns.

“Company” means Robbins Resource Recovery Partners, L.P., a Delaware limited partnership, and its successors and assigns.

“Company Representative” means a person at the time designated to act on behalf of the Company for purposes of this Indenture and the Facility Lease Agreement by a written instrument furnished to the Trustee containing the specimen signature of such person and signed on behalf of the Company by its General Partner.  The certificate may designate an alternate or alternates.

“Construction Fund” means the fund by that name created in Section 5.02(a)(i) hereof.

“Corporate Authorities” means the President and Board of Trustees of the Issuer.

“Costs of Issuance” means, in connection with the issuance of any Additional Bonds, underwriters’ discount or fee, counsel fees (including bond counsel, underwriters’ counsel, Issuer’s counsel, Trustee’s counsel, company counsel as well as any other specialized counsel fees incurred in connection with the borrowing), financial advisor fees, Trustee fees, accountant fees, printing costs incurred in connection with the issuance of the Additional Bonds, costs incurred in connection with the preparation, execution and filing of this Indenture and the Facility Lease Agreement and the preparation of all other documents in connection therewith, and costs of engineering and feasibility studies necessary to the issuance of the Additional Bonds.

“Costs of Issuance Account” means the account by that name created in the Construction Fund in Section 5.02(a)(i)(A) hereof.

“CPI” means the Consumer Price Index for the Chicago-Gary-Lake County, Illinois/Indiana/Wisconsin, Standard Metropolitan Statistical Area.  All-Items for all Urban Consumers, 1982-1984 Base, published by the United States Department of Labor, or, if such index is no longer published or its method of computation is substantially modified, a substitute index published by the Federal government of the United States or a reputable publisher of financial or economic statistics that will fairly and reasonably reflect the same or substantially the same information as the discontinued or modified index, as agreed by the Company, FWC and the Trustee.

“Credit Bank” means, as to any particular series of Bonds, the Person (other than a Bond Insurer) providing a Credit Facility, as may be provided in the supplemental indenture authorizing such Series.  All references to “Credit Bank” shall be of no effect at any time that no

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Credit Facility is issued and secures a series of the Bonds, except with respect to rights of any Credit Bank established hereunder which do not, by their terms, expire upon the termination of the Credit Facility issued by such Credit Bank.

“Credit Facility” means, as to any particular series of Bonds, a letter of credit, a line of credit, a guaranty, a standby bond purchase agreement or other credit or liquidity enhancement facility, other than a Bond Insurance Policy, as may be provided in the supplemental indenture authorizing such series.  The Exit Funding Agreement shall not be considered a Credit Facility.

“Credit Facility Agreement” means, as to any particular Credit Facility, the agreement pursuant to which such Credit Facility was issued.

“Current Interest Bond” means any Bond the interest on which is payable on the Interest Payment Dates provided therefor in the supplemental indenture authorizing such Bond.  The term “Current Interest Bond” as used throughout this Indenture also includes any Capital Appreciation and Income Bond from and after the Interest Commencement Date specified therefor.

“Date of Determination” means the date of a final, non-appealable decision in or settlement of the Retail Rate Litigation.

“DBT” means the Robbins Resource Recovery Facility Trust, a Delaware business trust governed by the DBT Trust Agreement.

“DBT Trust Agreement” means the Trust Agreement dated as of October 15, 1999 among the Trustee, as beneficial owner, the Delaware Trustee, the Company and FWC.

“Debt” of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, (iv) all obligations under any leases of property, real or personal, which, in accordance with GAAP, would be required to be capitalized on a balance sheet of such Person, (v) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, (vi) all Debt of others to the extent Guaranteed by such Person, (vii) all obligations under letters of credit issued for the account of such Person, (viii) all obligations of such Person under trade or bankers’ acceptances and (ix) all obligations of such Person under agreements providing for swaps, ceiling rates, ceiling and floor rates, contingent participation or other hedging mechanisms with respect to the payment of interest.

“Debt Service” means, for any Period, principal of, premium, if any, and interest due and payable on the Bonds during such Period.

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“Debt Service Coverage Ratio” means, for any Period, the ratio of (i) Revenues (excluding the proceeds of insurance other than business interruption insurance) less payments from the Operations and Maintenance Fund to (ii) Debt Service payable during such Period.  In computing the Debt Service Coverage Ratio, the interest rate per annum on Variable Rate Bonds shall be assumed to be the Estimated Average Interest Rate.

“Debt Service Reserve Account” means any debt service reserve account established in the Debt Service Reserve Fund from time to time.

“Debt Service Reserve Account Facility” means a surety bond, letter of credit, line of credit, insurance policy or other credit facility issued to guarantee or assure timely payment of principal of or interest on, or both, one or more series of Outstanding Bonds entitled to the benefits and security of a Debt Service Reserve Account, subject only to notification that there are insufficient funds for such payment in the related Debt Service Reserve Account.  A Debt Service Reserve Account Facility shall be issued in a stated amount which, when added to the funds deposited in the related Debt Service Reserve Account and the stated amounts of all other Debt Service Reserve Account Facilities, will equal 100% of the Debt Service Reserve Account Requirement for such Debt Service Reserve Account computed on a basis which includes all Outstanding Bonds entitled to the benefits and security of such Debt Service Reserve Account.

“Debt Service Reserve Account Facility Agreement” means, as to any particular Debt Service Reserve Account Facility, the agreement pursuant to which such Debt Service Reserve Account Facility was issued.

“Debt service Reserve Account Facility Provider” means an insurance company, bank, savings and loan association, savings bank, thrift institution, credit union, trust company, surety company or other institution which, at the time of issuance of a Debt Service Reserve Account Facility by such entity, meets the requirements set forth in the supplemental indenture authorizing the Bonds to benefit from such Facility.

“Debt Service Reserve Account Requirement” means, (i) zero with respect to the Series 1999A Bonds, the Series 1999B Bonds, the Series 1999C Bonds and the Series 1999D Bonds and (ii) the amount or formula set forth in the supplemental indenture authorizing any Additional Bonds, which requirement may vary from series to series, and may not be required for a particular series.

“Debt Service Reserve Fund” means the fund by that name created in Section 5.02(a)(v) hereof.

“Default” means an “Event of Default” as such term is defined in this Indenture or the Facility Lease Agreement.

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“Delaware Trustee” means Wilmington Trust Company, or any successor trustee or co-trustee under the DBT Trust Agreement.

“Determination of Taxability” means, with respect to a series of Tax-Exempt Bonds, a final determination (from which no right of appeal exists or the Company, or FWC in the case of the Series 1999C Bonds and the Series 1999D Bonds, determines not to pursue further appeal) by the Internal Revenue Service or a court of competent jurisdiction, or a determination by the Company, or FWC in the case of the Series 1999C Bonds and the Series 1999D Bonds, based on an opinion of Bond Counsel that, as the result of any event, the interest payable on such Tax-Exempt Bonds is includable for federal income tax purposes in the gross income of an owner or former owner of a Tax-Exempt Bond of such series (other than a substantial user of the Project or related person within the meaning of Section 147(a) of the Code).  Interest on a Tax-Exempt Bond shall not be deemed to be includable in gross income for Federal income tax purposes merely by reason of such interest constituting a tax preference item for purposes of a Federal alternative minimum tax, loss of or reduction in a related deduction or other indirect adverse tax consequences.  For the purposes of this definition, “interest” shall not include any Supplemental Interest.

“Distribution Account” means the account by that name created in the Surplus Fund in Section 5.02(a)(ix)(B) hereof.

“DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.

“Easements” means all easements and rights, if any, required to provide the Company access to the Project and, to the extent required to be obtained in the name of the Issuer, such other easements and rights, if any, required to provide the municipal solid waste, water, transportation, utilities and other services at, to or from the Project necessary for the operation and maintenance of the Project.

“Eligible Successors” means, with respect to the Independent Engineer, such nationally recognized engineering firm of similar standing that is mutually acceptable to the Company and the Trustee.

“Environmental Law” means any Law relating to pollution or the environment, including laws relating to noise or to emissions, discharges, releases or threatened releases of Hazardous Materials into the workplace or the environment, or otherwise relating to the presence of Hazardous Materials.

“Estimated Average Interest Rate” means, as to any Variable Rate Bonds, (a) to the extent any Variable Rate Bonds are Outstanding, the higher of (i) 120% of the average rate of interest payable on such Variable Rate Bonds over the last 12 months that any such Variable Rate Bonds have been Outstanding or (ii) 120% of the most current actual interest rate on such

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Variable Rate Bonds, and (b) if no Variable Rate Bonds are then Outstanding, but are authorized to be issued by supplemental indenture, 100% of the most recently published interest rate published in The Bond Buyer as the 30 Year Index of 25 Revenue Bonds or a comparable index selected by the Company.

“Event of Default” means any occurrence or event specified in and defined by Section 7.01 hereof.

“Exchanged 1994 Bonds” means, collectively, the $319,750,000 bonds issued under the Amended 1994 Indenture as “Series 1994A Consenting Bonds” and the “Series 1999B Consenting Bonds” (as each such term is defined in the Amended 1994 Indenture).

“Exit Funding Agreement” means that certain Exit Funding Agreement dated as of October 15, 1999 between FWC and the Trustee, as the same may be amended or supplemented in accordance with its terms.

“Exit Payments” means those payments to be made to the Company by FWC pursuant to Section 2(a) of the Exit Funding Agreement.

“Facility” means the 1.600 (nominal) ton per day non-hazardous municipal solid waste refuse-derived fuel waste-to-energy integrated resource recovery facility located in and owned by the Village, and leased to the Company pursuant to the Facility Lease Agreement.

“Facility Lease Agreement” means that certain Amended and Partially Restated Facility Lease Agreement, dated as of October 15, 1999, as amended by Amendment No. 3 to Facility Lease Agreement, dated as of July 1, 1997, between the Issuer and the Company, as the same may be further amended or supplemented from time to time in accordance with its terms.

“Facility Operation Bonds” means Additional Bonds authorized to be issued pursuant to Section 2.07(b) hereof.

“Facility Site” means the approximately 16 acre site located in the Village of Robbins, Illinois, upon which the Facility is located which is more particularly described on Exhibit A hereof.

“Favorable Opinion of Bond Counsel” means, with respect to any action the occurrence of which requires such an opinion, an unqualified Opinion of Counsel, which shall be a Bond Counsel, to the effect that such action is permitted under the Act, this Indenture and the Facility Lease Agreement and will not adversely affect the exclusion from gross income of interest on the Tax-Exempt Bonds for purposes of Federal income taxation (subject to the inclusion of any customary exceptions).

“Federal Bankruptcy Code” means Title 11 of the United States Code or any other federal bankruptcy code hereafter in effect.

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“First Litigation Proceeds Account” means the account by that name created in the Retail Rate Litigation Proceeds Fund in Section 5.02(a)(viii)(A) hereof.

“Fiscal Year” means the period beginning January 1 and ending December 31 of the same year.

“FWC” means Foster Wheeler Corporation, a New York corporation, and its successors and assigns.

“FWC Default” shall have the meaning given such term in the Exit Funding Agreement.

“FWC Representative” means a person at the time designated to act on behalf of FWC for purposes of this Indenture by a written instrument furnished to the Trustee containing the specimen signature of such person and signed on behalf of the FWC by its Treasurer or an Assistant Treasurer.  The certificate may designate an alternate or alternates.

“FWI” means RRRP Illinois, Inc., a subsidiary of FWPS, together with its successors in interest.

“FWM” means RRRP Midwest, Inc., a subsidiary of FWPS, together with its successors in interest.

“FWPS” means Foster Wheeler Power Systems, Inc., a subsidiary of FWC, together with its successors in interest.

“FWR” means RRRP Robbins, Inc., a subsidiary of FWPS, together with its successors in interest.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“General Partner” means FWR and its successors and assigns under the Partnership Agreement.

“Governmental Authority” means the federal government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any other governmental entity with authority over any aspect of construction or operation of the Project.

“Governmental Obligations” means (i) direct obligations of the United States for which its full faith and credit are pledged, (ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full-faith-and-credit obligation of the United States of America.

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or (iii) securities or receipts evidencing ownership interests in obligations or specified portions (such as principal or interest) of obligations described in (i) or (ii).

“Guaranty” by any Person shall mean any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing in any manner any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, bonds or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided, that the term “Guaranty” shall not include (Y) endorsements for collection or deposit in the ordinary course of business, or (Z) indemnity or hold harmless provisions included in contracts entered into in the ordinary course of business.  The term “Guaranty” or “Guaranteed” used as a verb has a correlative meaning.

“Hazardous Materials” means any toxic or hazardous pollutant, emissions, contaminants, chemicals, materials, wastes or substances, as any of those terms are defined from time to time in or for the purposes of any relevant Environmental Law, specifically including, but not limited to, asbestos, polychlorinated biphenyls, and any petroleum or hydrocarbon-based products or derivatives.

“Holiday” means New Year’s Day, Martin Luther King Day, President’s Day, Patriot’s Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day and Christmas Day.

“Illinois Public Utility Act Amendment” means the amendment made by House Bill 1523, Public Act 89-0448. to the Illinois Public Utilities Act, 220 ILCS 5/8-403.1.

“Incremental Tax Surplus Account” means the account by that name created in the Tax Equalization Fund in Section 5.02(a)(vi)(B) hereof.

“Incremental Taxes” means all receipts, if any, arising from the ad valorem taxes levied upon taxable real property in the Area by any and all taxing districts or municipal corporations having the power to tax real property in the Area, which taxes are attributable to the increase in the then current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the Area over and above the total Initial Equalized Assessed Value of each such piece of property, all as determined by the County Clerk of The County of Cook, Illinois, in accord with Section 8 of the TIF Act.

“Indenture” means this Second Amended and Restated Mortgage, Security Agreement and Indenture of Trust, dated as of October 15, 1999, as amended and restated as of the Initial

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Exchange Date, from the Issuer to the Trustee, as it may be further supplemented or amended from time to time pursuant to the provisions hereof.

“Independent Engineer” means Burns and Roe Enterprises, Inc. or its Eligible Successor.

“Independent Engineer’s Certificate” means a certificate of a representative of the Independent Engineer.

“Information Services” means any of the following services which has been designated in a certificate of the Issuer delivered to the Trustee: Financial Information, Inc.’s “Daily Called Bond Service,” 30 Montgomery Street, 10^th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Service’s “Kenny Notification Service/Called Bond Service.” 55 Broad Street, 45^th Floor, New York, New York 10041; Mergent FIS’s “Called Bond Service.”  5250 Center Drive, Charlotte, North Carolina 28217 and Xcitek, Inc.’s “ Called Bond Service,” 5 Hanover Square, 25^th Floor, New York 10004, or such other services providing information with respect to called bonds as the Issuer may designate in a certificate of the Issuer delivered to the Trustee.

“Initial Equalized Assessed Value” means the equalized assessed value of each taxable lot, block, tract or parcel of real property within the Area as last equalized or assessed by the Department of Revenue of the State of Illinois for State and County taxes for the year 1993, all as determined by the County Clerk of The County of Cook, Illinois, in accordance with the TIF Act.

“Initial Exchange” means the exchange, as of the Initial Exchange Date, of 1994 Bonds for 1999 Bonds as provided herein.

“Initial Exchange Date” means the date that the 1999 Bonds shall be issued and exchanged for the 1994 Bonds, being the same date as the effective date specified in the prepackaged plan of reorganization involving the restructuring of the 1994 Bonds pursuant to the petitions of the Company, FWR and FWI for reorganization under Chapter 11 of Title 11 of the United States Code and confirmed by the bankruptcy court.

“Insurance and Condemnation Proceeds Account” means the account by that name created in the Construction Fund in Section 5.02(a)(i)(B) hereof.

“Insurance Proceeds” means all amounts and proceeds (including instruments) in respect of the net proceeds of any casualty insurance policy or title insurance policy, except proceeds of business interruption insurance.

“Interest Commencement Date” means, with respect to any Capital Appreciation and Income Bond, the date specified in the supplemental indenture authorizing the issuance of such Bond (which date must be prior to the maturity date for such Capital Appreciation and Income Bond) after which interest accruing on such Capital Appreciation and Income Bond shall be

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payable periodically, with the first such payment date being the applicable Interest Payment Date immediately succeeding such Interest Commencement Date.

“Interest Payment Date” means April 15 and October 15 of each year in the case of the Series 1999A Bonds, the Series 1999B Bonds and the Series 1999C Bonds and each other date on which interest on the Bonds shall become due and payable by virtue of maturity, redemption or otherwise; provided, however, that Interest Payment Date may mean in respect of Bonds constituting Variable Rate Bonds or Optional Tender Bonds, if so provided in the supplemental indenture authorizing their issuance, such other date or dates provided therein or permitted thereby.

“Investment Grade” means a rating in one of the four highest rating categories (without regard to subcategories within such rating categories) by Standard & Poor’s or Moody’s (or an equivalent rating by another nationally recognized credit rating agency of similar standing if such entities are not in the business of rating the subject of such rating).

“Issuer” means the Village of Robbins, Cook County, Illinois, a home rule unit of local government duly organized and validly existing under the Constitution and laws of the State of Illinois.

“Issuer Documents” means this Indenture, the Facility Lease Agreement, the Site Lease, the Laydown Site Lease, the Tax Agreement and the Bonds.

“Issuer Representative” means a person at the time designated to act on behalf of the Issuer for purposes of this Indenture and the Facility Lease Agreement by a written instrument furnished to the Trustee and the Company containing the specimen signature of such person and signed on behalf of the Issuer by any of its officers.  The certificate may designate an alternate or alternates.

“Law” means any statue, law, rule, regulation, ordinance, order, code, policy or rule of common law, now or hereafter in effect, and any judicial or administrative interpretation thereof by a Governmental Authority or otherwise, including any judicial or administrative order, consent decree or judgment.

“Laydown Site Lease” means the Laydown Site Lease Agreement dated as of October 15, 1999 between the Issuer and the Company.

“Laydown Site Lease Environmental Guaranty Agreement” means the Laydown Site Lease Environmental Guaranty Agreement dated as of October 15, 1999, from FWC to the Issuer, as the same may be supplemented or amended in accordance with its terms.

“Lease Payments” means rental payments required to be made by the Company pursuant to Section 4.3(a) of the Facility Lease Agreement.

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“Leased Equipment” means the machinery, equipment and related property described in Exhibit B attached hereto and made a part hereof, comprising a portion of the Project, which have been or will be acquired or financed with the proceeds of the sale of the Bonds and installed on the Leased Land, and any item of machinery, equipment and related property acquired and installed on the Leased Land in substitution therefor or in addition thereto pursuant to the provisions of Section 5.17 of the Facility Lease Agreement, less any such machinery, equipment and related property as may be released from the Facility Lease Agreement pursuant to Section 5.17 thereof or taken by the exercise of the power of eminent domain, and is further defined as all property owned by the Issuer and leased to the Company pursuant to the Facility Lease Agreement, and which is not included in the definition of Leased Land.

“Leased Land” means the real estate, interests in real estate and other rights described in Exhibit A attached hereto and made a part hereof and any lease supplementing the Site Lease, together with all additions thereto and substitutions therefor, less such real estate, interests in real estate and other rights as may be released from the Site Lease pursuant to the provisions thereof or taken by the exercise of the power of eminent domain as provided in Section 4.4 of the Facility Lease Agreement.

“Letter of Representations” means the letter of representations with respect to the 1999 Bonds executed by the Issuer, the Trustee and the Securities Depository.

“Lien” means any mortgage, pledge, security interest, hypothecation, collateral assignment, lien (statutory or other), or preference, priority or other security agreement, preferential arrangement or encumbrance which has the practical effect of constituting a security interest (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction).

“Litigation Event” means any event that results in the actual receipt of Litigation Proceeds.

“Litigation Proceeds” means any value received by, or payable to, the Company in any form, including, without limitation, any lump-sum payment, structured payment or increase in electric rates payable to the Company in respect of the Project, as a result of, or relating to, the Retail Rate Litigation for any reason, including, without limitation, by reason of settlement thereof or any judgment therein or any change in applicable law.  In the event that all or a portion of such value takes the form of an increase in electric rates payable to the Company in respect of the Project, the amount of Litigation Proceeds shall equal the amount of such increase, which shall be calculated as the amounts actually received by, or payable to, the Company (or the amount that would be payable to the Company if the Company were then selling to ComEd) over the Wholesale Rate; provided, that from January 1, 2000 through January 1, 2004 (or such earlier date as Addendum 3 may be terminated, otherwise than in connection with the Retail Rate

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Litigation) the Wholesale Rate shall be deemed to be the amount payable to the Company under Addendum 3.

“Litigation Proceeds Trust Agreement” means the Litigation Proceeds Trust Agreement dated as of October 15, 1999 among FWC, the Trustee, the Company and the Litigation Proceeds Trustee.

“Litigation Proceeds Trustee” means SunTrust Bank, Central Florida, National Association, or its successor, in its capacity as trustee under the Litigation Proceeds Trust Agreement.

“Local Government Debt Reform Act” means the Local Government Debt Reform Act, 30 ILCS 350/1 et seq., as amended and supplemented.

“Mandatory Exchange” means the exchange of Series 1999A Bonds and Series 1999B Bonds for the Additional Bonds referred to in Section 2.07(d) hereof.

“Material Adverse Effect” means, when all material factors occurring over the term of the Bonds are evaluated by the Independent Engineer, a materially adverse effect on (i) the Project (including the operation or maintenance of the Project as contemplated by the Project Documents), (ii) the operations, results of operations or property of the Company, (iii) the ability of the Company to perform its obligations under any of the Project Documents, or the ability of the Company to obtain performance under the Project Documents to which it is a party in accordance with the terms thereof, (iv) the value of the Mortgaged Property (taken as a whole), (v) the timely payment of the principal of, or premium, if any, or interest on any of the Bonds, (vi) the availability of any material Governmental Approval as shall now or hereafter be necessary to be obtained in connection with the acquisition, construction, completion, operation or maintenance of the Project, (vii) compliance with any material Governmental Approval in whole or in part, (viii) the ability to comply with the terms of any material Governmental Approval, or (ix) the financial condition of the Project.

“Maturity Date” means with respect to each series of Bonds, the date specified in this Indenture or the supplemental indenture providing for the issuance of such Bonds.

“Maturity Value” means in respect of the Series 1999D Bonds the Accreted Amount at their stated October 15, 2010 maturity, as set forth in Exhibit H.

“Monthly O&M Payment” means the amounts payable by the Company to the Operator under the O&M Agreement as “Monthly O&M Payment” (as such term is defined in the O&M Agreement) and set forth in a certificate of the Operator.

“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency,

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“Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Company.

“Mortgaged Property” means the properties (i) comprising the Project more particularly described in subclauses (b), (c) and (e), of the Granting Clauses hereof, including the properties leased to the Company under the Site Lease, the Laydown Site Lease and the Facility Lease Agreement, (ii) mortgaged by the Transfer Station Mortgage, and (iii) all properties which, under the terms hereof, are or subsequently become subject to the lien of this Indenture.

“MWh” means megawatt hour.

“Net Revenues” means, for any Period, the amount of the excess of Revenues over the amounts paid from the Operations and Maintenance Fund for such Period.

“1994 Bonds” has the meaning ascribed to such term in the preamble to this Indenture.

“1999 Bonds” means, collectively, Series 1999A Bonds, Series 1999B Bonds,  Series 1999C Bonds and Series 1999D Bonds, which have been exchanged for the 1994 Bonds pursuant to the Initial Exchange.

“1999 Exchange Bond Ordinance” means Ordinance No. 101299, adopted by the Corporate Authorities of the Issuer on October 19, 1999.

“1996 Exchange Bond Ordinance” means Ordinance No. 91096, adopted by the Corporate Authorities of the Issuer on September 10, 1996.

“O&M Agreement” means the Project Operating and Maintenance Agreement dated as of October 15, 1999, between the Company and the Operator, and all further amendments, modifications and supplements thereto, and any replacement agreement approved by the Owners of a majority in aggregate principal amount of the outstanding Series 1999A Bonds and the Series 1999B Bonds voting as a single class.

“O&M Cost” means, for any Period, the sum of amounts payable by the Company to the Operator under the O&M Agreement.

“O&M Deficiency Variance” means the amounts payable by the Company to the Operator under the O&M Agreement as “Deficiency Variance” (as such term is defined in the O&M Agreement) and set forth in a certificate of the Independent Engineer and/or the Company in accordance with the O&M Agreement.

“O&M Prior Cost Deficiency” means the amounts payable by the Company to the Operator under the O&M Agreement as “Prior Cost Deficiency” (as such term is defined in the O&M Agreement) and set forth in a certificate of the Independent Engineer.

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“Officer’s Certificate” means a certificate executed by a Company Representative.

“Off-Peak Market Price” means (a) at any time when a liquid energy market does not exist in the Chicago metropolitan area, $12.00 per MWh, escalated at the CPI from the Initial Exchange Date, and (b) at any time when a liquid energy market does exist in the Chicago metropolitan area, with respect to purchases on a particular day, the weighted average price per off-peak MWh traded into the Chicago metropolitan area for such day, as provided in a recognized trading index or indices in such market as agreed upon by FWC, the Company and the Trustee.

“Off-Peak Period” means any period that is not an On-Peak Period.

“On-Peak Market Price” means, (a) at any time when a liquid energy market does not exist in the Chicago metropolitan area, with respect to purchases of electricity on a particular day, the weighted average price per on-peak MWh for electricity traded into the Cinergy control area for such day as published in the Wall Street Journal, National Edition under the heading “DJ Cinergy” multiplied by a factor of 105%, or, if such price is not published therein, such other price as the Company, FWC and the Trustee shall mutually agree on and (b) at any time when a liquid energy market does exist in the Chicago metropolitan area, with respect to purchases on a particular day, the weighted average price per on-peak MWh traded into the Chicago metropolitan area for such day, as provided in a recognized trading index or indices in such market as agreed upon by FWC, the Company and the Trustee.

“On-Peak Period” means the period of hours beginning at 0601 hours (for the hour ending 0700 hours) and ending at 2200 hours (for the hour ending 2200 hours) on all weekdays, Monday through Friday, excluding Holidays.

“Operating Guaranty Agreement” means the Operating Guaranty Agreement dated as of October 15, 1999, by FWC for and in favor of the Company.

“Operations and Maintenance Fund” means the fund by that name created in Section 5.02(a)(iii) hereof.

“Operator” means FWI and its successors and assigns under the O&M Agreement.

“Opinion of Counsel” shall mean a written opinion of counsel for any Person either expressly referred to herein or otherwise reasonably satisfactory to the Trustee which may include, without limitation, counsel for the Company, whether or not such counsel is an employee of any of them.

“Optional Tender Bonds” means Bonds with respect to which the Owners thereof have the option to tender to the Trustee or to any agent thereof, all or a portion of such Bonds for payment or purchase.

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“Original Facility Lease Agreement” shall have the meaning ascribed to it in the recitals to this Indenture.

“Original Indenture” means the Mortgage, Security Agreement and Indenture of Trust, dated September 15, 1994.

“Original Principal Amount” means as to the Series 1999D Bonds the Accreted Amount thereof on their date of issue, as set forth in Exhibit H.

“Original Series 1994 Bonds” means, collectively, the “Series 1994A Bonds”, “the Series 1994B Bonds”, “the Series 1994C Bonds” and the “Series 1994D Bonds” (as each such term is defined in the Original Indenture) issued under the Original Indenture.

“Original Series 1994A Bonds” means “Series 1994A Bonds” (as such term is defined in the Original Indenture) issued under the Original Indenture.

“Original Series 1994B Bonds” means “Series 1994B Bonds” (as such term is defined in the Original Indenture) issued under the Original Indenture.

“Outstanding” when used as of a particular time with reference to Bonds, means all Bonds delivered hereunder except:

(i)Bonds canceled by the Trustee or surrendered to the Trustee for cancellation;

(ii)Bonds paid or deemed to have been paid within the meaning of Section 11.01 hereof; and

(iii)Bonds in lieu of or in substitution for which replacement Bonds shall have been executed by the Issuer and delivered by the Trustee.

“Owner” and“Bondholder” each means the registered owner of a Bond.

“Participant” means one of the entities which is a member of the Securities Depository and deposits securities, directly or indirectly in the Book-Entry System.

“Partners” means the General Partner and the Limited Partners (as defined in the Partnership Agreement).

“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of Robbins Resource Recovery Partners, L.P. dated as of October 15, 1999 and between FWR and FWI, as the same may be supplemented or amended in accordance with its terms.

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“Period” means, as the context requires, a calendar year or specified portion thereof, a Fiscal Year, fiscal quarter or specified number of fiscal quarters of the Company.

“Permitted Encumbrances” means, as of any particular time, (i) liens for taxes, assessments and governmental charges which are either not yet due, are due but payable without penalty or are the subject of a Good Faith Contest, (ii) such minor defects, irregularities, encumbrances, utility, access and other easements and rights of way (including, without limitation, rights and easements granted to Clark Oil Company, Enron Liquids Pipeline Operating Limited Partnership, West Shore Pipe Line Company and ComEd), mineral rights, restrictions and exceptions, statutory liens and clouds on title as normally exist with respect to properties similar in character to the Project that will not in the aggregate materially interfere with or impair the operations being conducted at the Project (or, if no operations are being conducted there at, the operations for which the Project was designed or last modified) or that will not in the aggregate result in a Material Adverse Effect, or which are under contract to be removed or altered in the normal course of constructing the Project, (iii) the Site Lease, the Laydown Site Lease, the Transfer Station Mortgage, the Facility Lease Agreement and this Indenture, (iv) any mechanic’s, laborer’s, materialmen’s suppliers, vendors, construction or other like liens or rights arising in the ordinary course of business or incident to the construction or improvement of any property in respect of obligations which are not yet due or which are the subject of a Good Faith Contest, (v) any exceptions to title which are contained in the Title Policy or leasehold insurance policy delivered to the Trustee, (vi) all deposits or pledges to secure: statutory obligations or appeals; releases of attachments, stays of execution or injunctions; performance of bids, tenders, contracts (other than for the repayment of borrowed money), permits or leases; or for purposes of like general nature in the ordinary course of business; (vii) liens in connection with workers’ compensation, unemployment insurance or other social security or pension obligations, and (viii) legal or equitable encumbrances deemed to exist by reason of the existence of any litigation or other legal proceeding if the same is the subject of a Good Faith Contest (excluding any attachment prior to judgment, judgment lien or attachment in aid of execution on a judgment).  For purposes of this definition of Permitted Encumbrances, “Good Faith Contest” means the contest of an item if: (i) the item is diligently contested in good faith by appropriate proceedings timely instituted and (A) adequate reserves are established in accordance with GAAP with respect to the contested item and held by or for the benefit of the Company in cash or Permitted Investments and (B) during the period of such contest, the enforcement of any contested item is effectively stayed; or (ii) the failure to pay or comply with the contested item during the period of such Good Faith Contest could not reasonably be expected to result in a Material Adverse Effect.

“Permitted Investments” means any of the following:

(i)Governmental Obligations;

(ii)direct obligations of, obligations guaranteed by, and any other obligations the interest on which is excluded from income for federal income tax purposes issued by

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any state of the United States, the District of Columbia or the Commonwealth of Puerto Rico, any possession or territory of the United States of America or any political subdivision, agency, authority or instrumentality of any of the foregoing, which are rated at least A or the equivalent by Standard & Poor’s or Moody’s;

(iii)commercial paper issued by any corporation with assets exceeding $500,000,000, which is rated at least A-1 or the equivalent by Standard & Poor’s or Moody’s, provided that (A) such obligations mature not later than 180 days from the date of purchase, (B) such purchases do not exceed 10% of the outstanding obligations of such corporation, and (C) no more than one-third of the moneys being invested may be invested in such obligations;

(iv)money market mutual funds (including those offered by the Trustee or an Affiliate of the Trustee) registered under the Investment Company Act of 1940 having a portfolio consisting of the securities described in paragraph (i) above or agreements to repurchase such obligations;

(v)repurchase agreements of government securities having the meaning set out in the Government Securities Act of 1986 (P.L. 99-571) (subject to the provisions of said Government Securities Act and the regulations issued thereunder, and subject further to the condition that in the case of repurchase agreements of other than Governmental Obligations, the underlying security which is the subject of the repurchase agreement is rated at least “A” or the equivalent by Standard & Poor’s or Moody’s) made with banking institutions and trust companies authorized to do business in the State of Illinois, provided any such banking institution or trust company must be rated at least “A” or the equivalent by Standard & Poor’s or Moody’s (unless such securities are registered or inscribed in the Issuer’s name) or other repurchase agreements which satisfy the provisions of the Public Funds Investment Act (30 ILCS 235/0.01 et seq., as supplemented and amended);

(vi)(A)interest-bearing savings accounts, interest-bearing certificates of deposit or interest-bearing time deposits or any other investments constituting direct obligations of any bank as defined by the Illinois Banking Act (205 ILCS 5/1 et seq.), provided that such bank is insured by the Federal Deposit Insurance Corporation (“FDIC”) and is rated at least “A” or the equivalent by Standard & Poor’s or Moody’s, or (B) investments in the shares or other forms of securities legally issuable by savings banks or savings and loan associations incorporated under the laws of the State, or any other state or under the laws of the United States, the shares or investment certificates of which are insured by the FDIC or (C) in the dividend-bearing share accounts, share certificate accounts or class of share accounts of a credit union chartered under the laws of the State or the laws of the United States, with its principal office located within the State and the accounts of which are insured by applicable law, to the extent permitted by the Public Funds Investment Act; provided that the amount of all such deposits not

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collateralized or insured by an agency of the federal government shall not exceed 75% of the capital stock and surplus of such bank, 75% of the net worth of such savings bank or savings and loan association, or 50% of the unimpaired capital and surplus of such credit union, as the case may be; and

(vii)any other investment permitted by Law; provided that such investment or the issuer thereof is rated at least “A” or the equivalent by Standard & Poor’s or Moody’s, and upon delivery of an opinion of Bond Counsel to the Company and the Trustee to the effect that such investment is permitted by Law.

Each of the Permitted Investments described in clause (v) above shall contain a provision for (A) the unwinding of such investment within three Business Days after the long term or short term debt rating of the bank or other financial institution, as the case may be, providing such investment falls below A or the equivalent by Standard & Poor’s or Moody’s or after such entity defaults on the payment of any of its obligations to or on behalf of the Company, unless such investment is collateralized with Governmental Bonds in an amount equal to at least 102% of the face amount of such investments or such rating is reinstated on or prior to such unwind date; and (B) the transfer of any security or collateral delivered pursuant to such Permitted Investment to the Trustee, or the holding of such securities or collateral in trust for its account, as titleholder, or the holding of such securities or collateral in a segregated account by a bank, trust company or national banking association having a capital stock and surplus of more than $50,000,000.  Each of such Permitted Investments shall also be accompanied by an Opinion of Counsel, addressed to the Issuer, the Trustee and the Company and subject to such exceptions as shall be acceptable to such parties, to the effect that the Trustee has a first perfected security interest or an ownership interest in such security or collateral.

In making or directing investment of moneys in Permitted Investments which constitute (Y) certificates of deposit of banks or savings and loan associations or (Z) GICs (as defined in the Tax Agreement), the Company shall (and, to the extent the Trustee has investment discretion, the Trustee shall) comply with the provisions of Treas. Reg. Sec. 1.148-5(d)(6)(ii) in the case of certificates of deposit and Treas. Reg. Sec. 1.148-5(d)(6)(iii) in the case of GICs, or successor provisions, if applicable.

“Permitted Liens” means Liens permitted pursuant to Section 5.15 of the Facility Lease Agreement.

“Person” means any individual, sole proprietorship, corporation, partnership, joint venture, limited liability company, trust, unincorporated association, institution, Governmental Authority or any other entity.

“Petition Date” means the date on which the Company, FWR and FWI file petitions for reorganization under Chapter 11 of Title 11 of the United States Code in connection with a prepackaged plan of reorganization involving the restructuring of the 1994 Bonds.

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“Pledges of Partnership Interest” means collectively the separate Pledges of Partnership Interests, each dated as of September 15, 1994, and each affirmed as of the Initial Exchange Date, from the FWR, as general partner and as limited partner, and FWI, as limited partner, to the Issuer, in which each of the pledgors pledges its ownership interest in the Company to the Issuer, as further security for the obligations of the Company under the Facility Lease Agreement and all substantially similar pledges that may be made from time to time by a Partner of the Company to the Issuer.

“Power Purchase Agreement” means the Amended and Restated Electric Service Contract between the Company and ComEd dated as of dated as of September 16, 1994, concerning the sale of electricity produced at the Facility, which contract has been further amended by the parties as follows:

(i)Rate 18 Standby Electric Service Contract Addendum dated January 8, 1997;

(ii)Addendum dated as of April 1, 1988;

(iii)Addendum 2 dated as of January 1, 1999; and

(iv)Addendum 3 dated as of May 26, 1999 and effective as of January 1, 2000, as the same may be further amended or supplemented in accordance with its terms.

“Principal” or “principal” means (i) with respect to any Capital Appreciation Bond, the Accreted Amount thereof (the difference between the stated amount to be paid at maturity and the Accreted Amount being deemed unearned interest) except as used in this Indenture in connection with the authorization and issuance of Bonds, in which case “principal” means the initial public offering or exchange price of a Capital Appreciation Bond (the difference between the Accreted Amount and the initial public offering or exchange price being deemed interest) and (ii) with respect to the principal amount of any Current Interest Bond, the principal amount of such Bond payable in satisfaction of a Sinking Fund Installment, if applicable, or at maturity.

“Project” means, collectively, the Facility, together with associated materials, ancillary structures and related contractual and property interests and the Site.

“Project Agreements” means the Power Purchase Agreement, the O&M Agreement, Operating Guaranty Agreement, the Waste Disposal Agreements, the Site Lease, the Laydown Site Lease, the Facility Lease Agreement, the Services Agreement, the Services Guaranty Agreement, the Ash Disposal Agreements, the Agency Agreement, the Agency Guaranty Agreement, the operating and maintenance agreement for the Transfer Station and all other existing contracts entered into by the Company and all additional contracts, to which the Company is a party, relating to the Project or the Transfer Station.

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“Project Area” or “Area” means the Robbins Redevelopment Project Area, which is legally and commonly described on Exhibit A attached hereto, as heretofore established by the Corporate Authorities by Ordinance No. 8-30-94A, adopted by the Corporate Authorities on August 30, 1994.

“Project Costs” means all costs properly chargeable to the acquisition, construction, installation, equipping, improvement, renovation or restoration of the Project or to its financing, including, without limitation, any costs permitted under the Act.

“Project Documents” means each of the Project Agreements, the Tax Agreement and the Security Documents.

“Project Purchase Price” is defined in Section 8.1 of the Facility Lease Agreement.

“Prudent Engineering and Operating Practices” means the practices, methods and acts generally engaged in or adopted by the electric utility industry that at a particular time for electrical generating facilities of similar design and construction as the Facility, in the exercise of reasonable judgment in light of the facts known or that reasonably should have been known at the time a decision was made, would have been expected to accomplish the desired result in a manner consistent with law, regulation, reliability, safety, environmental protection, economy and expedition.

“Purchase Price” means the purchase price established in any supplemental indenture authorizing Optional Tender Bonds as the purchase price to be paid for such Bonds upon an optional or mandatory tender of all or a portion of such Bonds.

“QSWEF” means a “qualified solid waste energy facility” within the meaning of the Illinois Public Utilities Act, 220 ILCS 5/8-403.1. or any successor or similar legislation, as the same may be amended or enacted from time to time.

“QSWEF Rate” means a rate payable for electricity purchased by a public utility from a QSWEF which is equivalent to the electricity rate payable by the Issuer to such public utility for purchases of electricity by the Issuer from such public utility.

“Rating Agency” means Moody’s or Standard & Poor’s and their successors or assigns.

“Rebate Fund” means the fund by that name created in Section 5.02(a)(x) hereof.

“Record Date” means, with respect to the 1999 Bonds, the last calendar day of the calendar month next preceding each Interest Payment Date and, with respect to any other series of Bonds, such other day as may be determined in the applicable supplemental indenture.

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“Redemption Date” or “redemption date” means, with respect to each series of Bonds, the date fixed for redemption of such Bonds subject to redemption in any notice of redemption given in accordance with the terms hereof.

“Redemption Fund” means the fund by that name created in Section 5.02(a)(vii) hereof.

“Redemption Price” means with respect to Current Interest Bonds an amount equal to the principal of and premium, if any, and accrued interest, if any, on the Bonds to be paid on the Redemption Date and with respect to Capital Appreciation Bonds an amount equal to their Accreted Amount and premium, if any, to be paid on the Redemption Date.

“Refunding Bonds” means Additional Bonds authorized to be issued pursuant to Section 2.07(c) hereof.

“Restructuring Agreement Date” means October 15, 1999.

“Retail Rate Litigation” means the litigation pending in the U.S. District Court for the Northern District of Illinois, currently on appeal to the U.S. Court of Appeals for the Seventh Circuit (Case #96-CV-1735) and the litigation pending in the Circuit Court of Cook County, Illinois, County Department, Chancery Division, affirmed, in part, and vacated, in part, by the Appellate Court of Illinois, First District (Consolidated Action Docket Nos. 96 CH 2560 and 96 CH 12873) and remanded to the Circuit Court.

“Retail Rate Litigation Proceeds Fund” means the fund of that name created in Section 5.02(a)(viii) hereof.

“Retail Rate Litigation Trust Agreement” means that certain Litigation Proceeds Trust Agreement dated as of October 15, 1999 among the Company, FWC, the Trustee and Sun Trust Bank, Central Florida, National Association, as trustee under the Retail Rate Litigation Trust Agreement.

“Revenue Fund” means the fund of that name created in Section 5.02(a)(ii) hereof.

“Revenues” means (a) all revenues, income, rents and receipts derived or to be derived by the Company from or attributable to the lease and/or operations of the Project, including all revenues and damage payments attributable to the Project or to be received by the Company under the Project Agreements; (b) the proceeds of any public liability insurance, automobile liability insurance, insurance covering a loss due to an interruption in the operation of any portion of the Project (including business interruption and use and occupancy insurance or any other insurance except as provided in clause (X) below; and (c) any other moneys, revenues or receipts which are specifically included in such definition by the terms of any supplemental indenture.  Revenues shall not include (W) payments to the Company from the Operations and Maintenance Fund, the Construction Fund and the Surplus Fund; (X) proceeds of the sale of any Bonds; (Y) casualty insurance proceeds (or the proceeds of any insurance policy maintained for

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the repair or replacement of any portion of the Project); or (Z) payments of moneys under any Bond Insurance Policy, Credit Facility or Debt Service Reserve Account Facility.  Neither Exit Payments nor Litigation Proceeds are Revenues.

“Second Litigation Proceeds Account” means the account by that name created in the Retail Rate Litigation Proceeds Fund in Section 5.02(a)(viii)(B) hereof.

“Secured Property” is defined in Section 7.08 hereof.

“Securities Depository” means DTC or its nominee, and its successors appointed by the Company in accordance with the provisions of Section 2.09 hereof.

“Security” means any shares, stock, bonds, debentures, notes, evidences of indebtedness or any other instruments commonly known as “securities”.

“Security Documents” means collectively, this Indenture, the Facility Lease Agreement, the Pledges of Partnership Interests, the Transfer Station Mortgage and the Exit Funding Agreement and any financing statements relating thereto.

“Serial Bonds” means the Bonds of a series which shall be stated to mature in annual installments.

“Series 1999A Bond Account” means the account by that name created in the Bond Fund in Section 5.02(a)(iv)(A) hereof.

“Series 1999A Bonds” means the Issuer’s Mandatorily Exchangeable Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999A issued in the Initial Exchange to Owners of the 1994 Bonds: provided, however, that following the issuance of the Additional Bonds pursuant to the provisions of Sections 2.07(d).  Series 1999A Bonds means the Additional Bonds so issued pursuant to Section 2.07(d) in such exchange.

“Series 1999A Interest Subaccount” means the subaccount by that name created in the Series 1999A Bond Account in the Bond Fund in Section 5.02(a)(iv)(A)(I) hereof.

“Series 1999A Redemption Account” means the account by that name created in the Redemption Fund in Section 5.02(a)(vii)(A) hereof.

“Series 1999A Sinking Fund Installment Subaccount” means the subaccount by that name created in the Series 1999A Bond Account in the Bond Fund in Section 5.02(a)(iv)(A)(II) hereof.

“Series 1999B Bond Account” means the account by that name created in the Bond Fund in Section 5.02(a)(iv)(B) hereof.

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“Series 1999B Bonds” means the Issuer’s Mandatorily Exchangeable Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners. L.P. Project) Series 1999B issued in the Initial Exchange to Owners of the 1994 Bonds; provided, however, that following the issuance of the Additional Bonds pursuant to the provisions of Section 2.07(d).  Series 1999B Bonds means the Additional Bonds so issued pursuant to Section 2.07(d) in such exchange.

“Series 1999B Interest Subaccount” means the subaccount by that name created in the Series 1999B Bond Account in the Bond Fund in Section 5.02(a)(iv)(B)(I) hereof.

“Series 1999B Redemption Account” means the account by that name created in the Redemption Fund in Section 5.02(a)(vii)(B) hereof.

“Series 1999B Sinking Fund Installment Subaccount” means the subaccount by that name created in the Series 1999B Bond Account in the Bond Fund in Section 5.02(a)(iv)(B)(II) hereof.

“Series 1999C Bond Account” means the account by that name created in the Bond Fund in Section 5.02(a)(iv)(C) hereof.

“Series 1999C Bonds” means the Issuer’s Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999C issued in the Initial Exchange to Owners of the 1994 Bonds.

“Series 1999C Interest Subaccount” means the subaccount by that name created in the Series 1999C Bond Account in the Bond Fund in Section 5.02(a)(iv)(C)(I) hereof.

“Series 1999C Redemption Account” means the account by that name created in the Redemption Fund by Section 5.02(a)(vii)(C) hereof.

“Series 1999D Bond Account” means the account by that name created in the Bond Fund in Section 5.02(a)(iv)(D) hereof.

“Series 1999D Redemption Account” means the account by that name created in the Redemption Fund in Section 5.02(a)(vii)(D) hereof.

“Series 1999D Bonds” means the Issuer’s Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999D issued in the Initial Exchange to the Owners of the 1994 Bonds.

“Service Provider” means FWI and its successors and assigns under the Services Agreement.

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“Services Agreement” means the Services Agreement dated as of October 15, 1999, by and between the Service Provider and the Company, as the same may be supplemented and amended in accordance with its terms.

“Services Guaranty Agreement” means the Services Agreement dated as of October 15, 1999, from FWC for and in favor of the Company, as the same may be supplemented and amended in accordance with its terms.

“Sinking Fund Installment” means (i) with respect to the Series 1999A Bonds, each principal amount of Series 1999A Bonds scheduled to be redeemed pursuant to Section 4.08(a) hereof, (ii) with respect to the Series 1999B Bonds, each principal amount of Series 1999B Bonds scheduled to be redeemed pursuant to Section 4.08(b) hereof, (iii) with respect to the Series 1999C Bonds, each principal amount of Series 1999C Bonds scheduled to be redeemed pursuant to Section 4.08(c) hereof, and (iv) with respect to any other series of Bonds, each principal amount of Bonds scheduled to be redeemed through sinking fund redemption provisions by the application of amounts on deposit in a designated Sinking Fund Installment Subaccount to be established pursuant to Section 5.02 hereof.

“Site” means, collectively, the Facility Site, the Laydown Site and the Easements.

“Site Lease” means the Facility Site Lease and Host Benefits Agreement dated as of September 15, 1994 and amended as of October 15, 1999, as affirmed by the Company as of the Initial Exchange Date, between the Issuer and the Company, as the same may be supplemented or amended in accordance with its terms.

“Site Lease Environmental Guaranty Agreement” means the Site Lease Environmental Guaranty Agreement dated as of September 15, 1994, as affirmed by FWC as of the Initial Exchange Date, from FWC to the Issuer, as the same may be supplemented or amended in accordance with its terms.

“Special Record Date” means such date as may be fixed for the payment of defaulted interest in accordance with Section 3.01(e).

“Special Tax Allocation Account” means the account by that name created in the Tax Equalization Fund in Section 5.02(a)(vi)(A) hereof and constituting a special account within the 1994 Robbins Resource Recovery Redevelopment Project Area Special Tax Allocation Account created and designated by Ordinance No. 8-30-94B, of the Issuer.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of McGraw-Hill Inc., its successors and assigns, and, if such group shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Standard & Poor’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Company.

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“State” means the State of Illinois.

“Stock Purchase Agreement” means that certain Stock Purchase Agreement pursuant to which FWC and either FWPS or the DBT agree to the Stock Sale with the purchaser identified therein.

“Stock Sale” means the sale, gift or transfer of the capital stock of FWR and FWI, pursuant to the Stock Purchase Agreement.

“Supplemental Interest” means, as of the Date of Determination, the maximum amount of interest which could be accrued and paid on the Outstanding Series 1999A Bonds and the Outstanding Series 1999B Bonds, on a pro rata basis, over the remaining life of the Outstanding Series 1999A Bonds and the Series 1999B Bonds less the amount that would accrue during such period at the annual rate of interest per annum applicable to the Outstanding Series 1999A Bonds and the Outstanding Series 1999B Bonds.  Such maximum amount shall be calculated as the aggregate of (i) the amount (or, if such amount is not determined at the time of calculation of Supplemental Interest, the amount projected by the Person calculating the Supplemental Interest) of Litigation Proceeds received by or payable to the Trustee, for the benefit of the Owners of the Series 1999A Bonds and the Series 1999B Bonds, (ii) if, and only if, the Litigation Proceeds are payable as a Lump Sum payment, any investment earnings or projected investment earnings on such Litigation Proceeds, (iii) any scheduled Sinking Fund Installment with respect to the Series 1999A Bonds and the Series 1999B Bonds, and (iv) the projected Revenues to be received by the Partnership from the Date of Determination over the remaining life of the Outstanding Series 1999A Bonds and the Outstanding Series 1999B Bonds projected to be applied to Debt Service with respect to interest payable on the Series 1999A and 1999B over the remaining life of such bonds.  The amount of Supplemental Interest, if any, shall be determined by CIBC Oppenheimer or such other Person approved by the Owners of a majority in aggregate principal amount of the Outstanding Series 1999A Bonds and Series 1999B Bonds voting as a single class and shall be certified to the Trustee within sixty (60) days of the Date of Determination.

“Surplus Account” means the account by that name created in the Surplus Fund in Section 5.02(a)(ix)(A) hereof.

“Surplus Fund” means the fund by that name created in Section 5.02(a)(ix) hereof.

“Tax Agreement” means the Tax Compliance Agreement dated the Initial Exchange Date among the Issuer, the Company and the Trustee relating to the 1999 Bonds, as amended from time to time, and any similar agreement entered into by such parties in connection with the issuance of other series of Tax-Exempt Bonds.

“Tax Equalization Account” means the account by that name created in the Tax Equalization Fund in Section 5.02(a)(vi)(C) hereof.

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“Tax Equalization Fund” means the fund by that name created in Section 5.02(a)(vi) hereof.

“Tax-Exempt Bonds” means the Series 1999A Bonds, the Series 1999B Bonds, the Series 1999C Bonds, the Series 1999D Bonds and any Additional Bonds of the Issuer delivered under this Indenture, if in connection with such delivery there was delivered to the Trustee an opinion of Bond Counsel to the effect that the interest on such Additional Bonds is not included in the gross income of the Owners of such Additional Bonds for purposes of Federal income taxation.

“Term Bonds” means the Bonds of a series other than Serial Bonds which shall be stated to mature on one or more dates through the payment of Sinking Fund Installments.

“Third Party Engineer” is defined in Section 9.8 of the Facility Lease Agreement.

“TIF Act” means the Tax Increment Allocation Redevelopment Act. 65 ILCS 5/11-74.4-1 et seq., as amended from time to time.

“TIF Ordinance” means Ordinance Nos. 8-30-94, 8-30-94A, 8-30-94B and 9-20-94 adopted by the Corporate Authorities of the Issuer on August 30, 1994 and September 20, 1994, in the case of Ordinance No. 9-20-24.

“Title Insurer” means Chicago Title Insurance Company and Commonwealth Land Title Insurance Company, and their respective successors and assigns.

“Title Policy” means the title insurance policies insuring the priority of the lien of this Indenture and the leasehold mortgages created by the Facility Lease Agreement, in the Site Lease, the Laydown Site Lease and the Facility Lease and the mortgage created by the Transfer Station Mortgage.

“Transfer Station” means the waste transfer station located in the Village of Forest View, Illinois and owned by FWM.

“Transfer Station Mortgage” means the mortgage from FWM granting a lien to the Issuer on the Transfer Station and the site thereof and a security interest in the equipment located thereon.

“Trust Estate” is defined in the Granting Clauses hereto.

“Trustee” means SunTrust Bank, Central Florida, National Association, or any other bank or trust company duly incorporated and existing under and by virtue of the laws of any state or of the United States of America, which may be substituted in its place as provided in Section 8.02 hereof.

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“Unassigned Rights” means the rights of the Issuer under Section 9.02 (relating to indemnification) and Section 9.05 (relating to fees and expenses) of the Facility Lease Agreement.

“Uncontrollable Circumstances” shall have the meaning ascribed to it in the O&M Agreement.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of Illinois.

“Variable Rate Bonds” means any Bonds the interest rate on which is not established at the time of issuance thereof at a single numerical rate for the entire term thereof.

“Waste Disposal Agreements” means each and every particular waste disposal agreement entered into between the Company and a municipality, which provides for the delivery of waste to the Facility.

“Wholesale Rate” means, with respect to purchases of electricity during Off-Peak Periods, the Off-Peak Market Price, and with respect to purchases of electricity during On-Peak Periods, the On-Peak Market Price.

Section 1.02.Interpretation.

(a)  In this Indenture, unless the context otherwise requires:

(i)The terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder” and any similar terms, as used in this Indenture, refer to this Indenture, and the term “hereafter” shall mean after, and the term “heretofore” shall mean before, the date of this Indenture;

(ii)Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa;

(iii)Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public bodies, as well as natural persons;

(iv)Any headings preceding the text of the several Articles and Sections of this Indenture, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Indenture, nor shall they affect its meaning, construction or effect; and

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(v)References to funds established hereunder shall include any and all accounts or subaccounts therein.

(b)  Whenever in this Indenture the Issuer, the Company or the Trustee is named or referred to, it shall include, and shall be deemed to include, its respective successors and assigns whether so expressed or not.  All of the covenants, stipulations, obligations and agreements by or on behalf of, and other provisions for the benefit of, the Issuer, the Company or the Trustee contained in the Indenture shall bind and inure to the benefit of such respective successors and assigns and shall bind and inure to the benefit of any officer, board, commission, authority, agency or instrumentality to whom or to which there shall be transferred by or in accordance with law any right, power or duty of the Issuer or of its successors or assigns, the possession of which is necessary or appropriate in order to comply with any such covenants, stipulations, obligations, agreements or other provisions of this Indenture.  All references to agreements, contracts, documents, indentures and other instruments include schedules, exhibits, and appendices and are to such instruments as executed and delivered and as duly amended, supplemented or otherwise modified or replaced in accordance with their respective terms and the terms hereof.

(c)  Nothing in this Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any person other than the Issuer, the Trustee, the Company, and FWC, including their respective agents, and the Owners of the Bonds, any right, remedy or claim under or by reason of this Indenture or any covenant, condition or stipulation hereof.  All the covenants, stipulations, promises and agreements in this Indenture contained by or on behalf of the Issuer shall be for the sole benefit of the Issuer, the Trustee, the Company and FWC, including their respective agents and the Owners of the Bonds.

ARTICLE II

AUTHORIZATION AND ISSUANCE OF BONDS

Section 2.01.Authorization of Bonds.

(a)  The Issuer shall not issue any Bonds while this Indenture is in effect except in accordance with the provisions of this Article II.  All Bonds issued under this Indenture shall be designated “Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project),” and shall include such further appropriate designations as the Issuer may determine.

(b)  Bonds may be issued in one or more series and each Bond shall bear upon its face the designation determined for its series.  Any two or more series may be consolidated for purposes of sale in such manner as may be provided herein or in the supplemental indenture authorizing such series.

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(c)  Bonds of each series shall be executed by the Issuer and delivered to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the Issuer or upon its order, but only upon the receipt by the Trustee, at or prior to such authentication, of:

(i)An opinion of Bond Counsel regarding the validity and enforceability of such Bonds and, if it is intended that such Bonds be Tax-Exempt Bonds, an opinion as to the exclusion of interest on such Bonds from the gross income of the Owners thereof for Federal income tax purposes;

(ii)A written order as to the delivery of such Bonds signed by an Issuer Representative, which order shall direct, among other things, the application of the proceeds of such Bonds;

(iii)In the case of the 1999 Bonds: this Indenture, the Facility Lease Agreement and any bond resolution or ordinance necessary to authorize such bonds, including without limitation the 1999 Exchange Bond Ordinance.  In the case of each other series of Bonds: a copy of the supplemental indenture (and evidence of the proper recordation thereof), the amendment to the Facility Lease Agreement (and evidence of the proper recordation thereof) and the bond resolution authorizing such Bonds, so certified, which shall specify:

(A)The authorized principal amount, designation and series of such Bonds;

(B)The purposes for which such series of Bonds is being issued;

(C)The date, and the maturity date or dates, of the Bonds of such series;

(D)The interest rate or rates of the Bonds of such series, or the manner of determining such rate or rates, and the Interest Payment Dates and Record Dates therefor;

(E)The Authorized Denominations and the manner of dating, numbering and lettering of the Bonds of such series;

(F)The Redemption Price or Prices, if any, and any redemption dates and terms for the Bonds of such series not determined herein; and

(G)The amount and date of each Sinking Fund Installment, if any, for Bonds of like maturity of such series, provided that the aggregate of such Sinking Fund Installments shall equal the aggregate principal amount of all such Bonds less the principal amount scheduled to be retired at maturity;

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(iv)If such Bonds will be entitled to the benefits of a Debt Service Reserve Account, the amount of the Debt Service Reserve Account Requirement calculated in accordance with this Indenture and the related supplemental indenture immediately after such authentication and delivery and the deposits, if any, necessary to be made to such Debt Service Reserve Account, determined as authorized by clause (v) of Section 5.04(b) hereof, to cause the amount on deposit in such Debt Service Reserve Account to equal the Debt Service Reserve Account Requirement;

(v)A certificate of an Issuer Representative stating that there has not occurred and is not continuing an Event of Default under this Indenture or that the issuance of such Additional Bonds will cure any such Event of Default; and

(vi)Such further documents, moneys and securities as, in the Opinion of Bond Counsel, are required by the provisions of this Indenture, the Facility Lease Agreement or any supplemental indenture.

(d)  Except as otherwise permitted under this Indenture with respect to the 1999 Bonds.  Bonds of the same series and maturity shall be of like tenor except as to denomination and form.  After the original issuance of Bonds of a series, no Bonds of such series shall be issued except in lieu of or in substitution for other Bonds of such series pursuant to Article III.  Section 4.06 or Section 9.03 hereof.

Section 2.02.Series 1999 Bonds.

(a)  The 1994 Bonds were authorized and issued pursuant to the Original Indenture and the Amended 1994 Indenture in the aggregate principal amount of $320,000,000 to pay certain Project costs, to pay costs of issuance in connection with the issuance of the Original Series 1994 Bonds and to provide for the funding of a debt service reserve account.  The 1999 Bonds are hereby authorized in the aggregate principal amount of up to $273,000,000 to be issued on the Initial Exchange Date in exchange for all the Outstanding 1994 Bonds.

(b)  The 1999 Bonds of each Series shall be issuable in the following maximum amounts:

Series 1999A Bonds		Series 1999B Bonds		Series 1999C Bonds		Series 1999D Bonds
$	115,000,000	$	45,000,000	$	95,000,000	$	18,000,000

and each Series 1994 Bond shall be issued in exchange for 1999 Bonds — Series 1999A Bonds, Series 1999B Bonds, Series 1999C Bonds and Series 1999D Bonds — by dividing the principal amount of the 1994 Bond of each Owner by $1,000 and multiplying the resulting quotient by the following numbers for the Series 1999A Bonds, the Series 1999B Bonds, the Series 1999C Bonds and the Series 1999D Bonds, respectively, and the integers of such products shall be the

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principal amount of the Series 1999A Bonds, Series 1999B Bonds, Series 1999C Bonds and Series 1999D Bonds to be exchanged for such Owner’s 1994 Bonds:

		Principal Amount of Series
Principal Amount of 1994 Bond		1999A Bonds		1999B Bonds		1999C Bonds		1999D Bonds
$	1,000	$	359,375	$	140,625	$	296,875	$	56,250

provided, however, that after such allocation, the Series 1999C Bonds shall be issued pro rata (with any fractional dollar amounts being rounded down to the nearest whole dollar amount) by maturity among the Owners; and provided, further, that the provisions of Sections 2.03, 2.04, 2.05 and 2.06 are in all respects subject to the provisions of this Section 2.02.

Section 2.03.Series 1999A Bonds.

(a)  The Series 1999A Bonds are hereby authorized in the aggregate principal amount of up to $115,000,000 to be issued on the Initial Exchange Date in exchange for 1994 Bonds in the ratio indicated in Section 2.02(b).  The Series 1999A Bonds shall be Current Interest Bonds and shall be distinguished from the Bonds of all other series, by the title “Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Mandatorily Exchangeable Series 1999A.”

(b)  The Series 1999A Bonds shall be in registered form and shall be initially dated the Initial Exchange Date and thereafter shall be dated in accordance with the provisions of Section 3.01 hereof.  The Series 1999A Bonds shall bear interest payable semi-annually on April 15 and October 15 in each year, commencing the first April 15 or October 15 occurring after the Initial Exchange Date, computed on the basis of a 360-day year consisting of twelve 30-day months.

(c)  The Series 1999A Bonds shall mature, subject to prior redemption in accordance with the provisions of Article IV, on October 15 of the year and in the principal amount and shall bear interest at the rate per annum set forth in the table below:

YEAR	PRINCIPAL AMOUNT		RATE PER ANNUM
2016	$	115,000,000	8.375	%

Notwithstanding the rate per annum stated above, if a Litigation Event shall have occurred, the Series 1999A Bonds shall bear interest at a rate equal to the sum of the rate per annum stated above (8.375%) plus the Supplemental Interest from the Date of Determination at a rate, not to exceed 5.625% per annum, payable on the same dates as provided in subsection (b) above.

(d)  The Series 1999A Bonds shall be in Authorized Denominations (but no single Series 1999A Bond shall represent principal maturing on more than one date) and shall be numbered

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consecutively but need not be authenticated or delivered in consecutive order.  The Series 1999A Bonds and the Trustee’s Certificate of Authentication shall be in substantially the form set forth in Exhibit C-1 attached hereto and by reference made a part hereof with such variations, omissions or insertions as are required or permitted by this Indenture.

(e)  Upon consummation of the Stock Sale, the Series 1999A Bonds will be subject to Mandatory Exchange, on a pro rata basis, for Additional Bonds issued pursuant to Section 2.07(d) hereof.

(f)  The principal and Redemption Price of the Series 1999A Bonds shall be payable at the designated corporate trust offices of the Trustee, in the City of Orlando, Florida.  Interest on the Series 1999A Bonds shall be payable by check or bank draft mailed or delivered by the Trustee to the Owners as the same appear on the registration books of the Issuer maintained by the Trustee as of the relevant Record Date.

Section 2.04.Series 1999B Bonds.

(a)  The Series 1999B Bonds are hereby authorized in the aggregate principal amount of up to $45,000,000 to be issued on the Initial Exchange Date in exchange for 1994 Bonds in the ratio indicated in Section 2.02(b).  The Series 1999B Bonds shall be Current Interest Bonds, and shall be distinguished from the Bonds of all other series by the title “Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Mandatorily Exchangeable Series 1999B.”

(b)  The Series 1999B Bonds shall be in registered form and shall be initially dated the Initial Exchange Date and thereafter shall be dated in accordance with the provisions of Section 3.01 hereof.  The Series 1999B Bonds shall bear interest payable semi-annually on April 15 and October 15 in each year, commencing the first April 15 or October 15 occurring after the Initial Exchange Date, computed on the basis of a 360-day year consisting of twelve 30-day months.

(c)  The Series 1999B Bonds shall mature, subject to prior redemption in accordance with the provisions of Article IV hereof, on October 15 of the year and in the principal amount and shall bear interest at the rate per annum set forth in the table below:

YEAR	PRINCIPAL AMOUNT		RATE PER ANNUM
2016	$	45,000,000	8.375	%

Notwithstanding the rate per annum stated above, if a Litigation Event shall have occurred, the Series 1999B Bonds shall bear interest at a rate equal to the sum of the rate per annum stated above (8.375%) plus Supplemental Interest from the Date of Determination at a rate, not to exceed 5.625% per annum, and payable on the same dates as provided in subsection (b) above.

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(d)  The Series 1999B Bonds shall be in Authorized Denominations (but no single Series 1999B Bond shall represent principal maturing on more than one date) and shall be numbered consecutively but need not be authenticated or delivered in consecutive order.  The Series 1999B Bonds and the Trustee’s Certificate of Authentication shall be in substantially the form set forth in Exhibit C-2 attached hereto and by reference made a part hereof with such variations, omissions or insertions as are required or permitted by this Indenture.

(e)  Upon consummation of the Stock Sale, the Series 1999B Bonds will be subject to Mandatory Exchange, on a pro rata basis, for Additional Bonds issued pursuant to Section 2.07(d) hereof.

(f)  The principal and Redemption Price of the Series 1999B Bonds shall be payable at the designated corporate trust offices of the Trustee, in the City of Orlando, Florida.  Interest on the Series 1999B Bonds shall be payable by check or bank draft mailed or delivered by the Trustee to the Owners as the same appear on the registration books of the Issuer maintained by the Trustee as of the Record Date.

Section 2.05.Series 1999C Bonds.

(a)  The Series 1999C Bonds are hereby authorized in the aggregate principal amount of up to $95,000,000 to be issued on the Initial Exchange Date in exchange for 1994 Bonds in the ratio indicated in Section 2.02(b).  The Series 1999C Bonds shall be Current Interest Bonds and shall be distinguished from the Bonds of all other series by the title “Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999C.”

(b)  The Series 1999C Bonds shall be in registered form and initially dated October 15, 1999 and thereafter shall be dated in accordance with the provisions of Section 3.01 hereof.  All Series 1999C Bonds shall bear interest payable semi-annually on April 15 and October 15 in each year, commencing on the first April 15 or October 15 occurring after the Initial Exchange Date, computed on the basis of a 360-day year consisting of twelve 30-day months.

(c)  The Series 1999C Bonds shall mature, subject to prior redemption in accordance with the provisions of Article IV hereof, on October 15 of the years and in the principal amounts and shall bear interest at the rates per annum set forth in the table below:

YEAR	PRINCIPAL AMOUNT		RATE PER ANNUM
2009	$	17,845,000	7.25	%
2024	$	75,155,000	7.25	%

(d)  The Series 1999C Bonds shall be in Authorized Denominations (but no single Series 1999C Bond shall represent principal maturing on more than one date) and shall be numbered consecutively but need not be authenticated or delivered in consecutive order.  The Series 1999C

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Bonds and the Trustee’s Certificate of Authentication shall be in substantially the form set forth in Exhibit D attached hereto and by reference made a part hereof with such variations, omissions or insertions as are required or permitted by this Indenture.

(e)  The principal and Redemption Price of the Series 1999C Bonds shall be payable at the designated corporate trust offices of the Trustee, in the City of Orlando, Florida.  Interest on the Series 1999C Bonds shall be payable by check or bank draft mailed or delivered by the Trustee to the Owners as the same appear on the registration books of the Issuer.

Section 2.06.Series 1999D Bonds.

(a)  The Series 1999D Bonds are hereby authorized in the aggregate principal amount of up to $18,000,000 to be issued on the Initial Exchange Date in exchange for 1994 Bonds in the ratio indicated in Section 2.02(b).  The Series 1999D Bonds shall be Capital Appreciation Bonds, and shall be distinguished from the Bonds of all other series by the title “Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999D.”

(b)  The Series 1999D Bonds shall be in registered form and initially dated October 15, 1999 and thereafter shall be dated in accordance with the provisions ofSection 3.01 hereof.  All Series 1999D Bonds shall accrete interest on their Original Principal Amount at a yield to maturity of 7.0% and in accordance with Accreted Amounts set forth in Exhibit H.

(c)  The Series 1999D Bonds shall mature, subject to prior redemption in accordance with the provisions of Article IV hereof, in the amount of the “Maturity Value” (set forth in Exhibit H hereto) on October 15, 2009.

(d)  The Series 1999D Bonds shall be in the minimum Authorized Denominations or any integral multiple thereof and shall be numbered consecutively but need not be authenticated or delivered in consecutive order.  The Series 1999D Bonds and the Trustee’s Certificate of Authentication shall be in substantially the form set forth in Exhibit E attached hereto and by reference made a part hereof with such variations, omissions or insertions as are required or permitted by this Indenture.

(e)  The principal and Redemption Price of the Series 1999D Bonds shall be payable at the designated corporate trust offices of the Trustee, in the City of Orlando, Florida.

Section 2.07.Additional Bonds. One or more series of Additional Bonds may be authorized and delivered for the purposes set forth herein.

(a)  Additional Bonds consisting of Facility Operations Bonds may be issued for the purposes set forth in Section 2.07(b).  Additional Bonds consisting of Refunding Bonds may be issued for the purposes set forth in Section 2.07(c) and (d).  All such Additional Bonds shall be issued in accordance with Section 2.02 hereof and this Section 2.07.  The Additional Bonds of any such series shall be authenticated and delivered by the Trustee only upon receipt by it (in

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addition to the documents, securities and moneys required by Section 2.01 hereof) of a certificate of a Company Representative stating that all required deposits to all funds, accounts and subaccounts hereunder are current and that no Event of Default under the Facility Lease Agreement has occurred and is continuing and no event which with the passage of time or notice or both would constitute an Event of Default under the Facility Lease Agreement has occurred, provided, however, such Additional Bonds may be issued if such Event of Default or insufficient fund balance would be cured upon the issuance of such Additional Bonds.  Such Additional Bonds may be issued as Current Interest Bonds, Variable Rate Bonds, Capital Appreciation Bonds, Capital Appreciation and Income Bonds.  Optional Tender Bonds (provided the Issuer shall deliver to the Trustee upon the authentication of such Bonds a Credit Facility which the Trustee or another agent may draw upon to pay the Purchase Price of any such Bonds), Serial Bonds or Term Bonds or any combination thereof, all as provided in the supplemental indenture providing for their issuance.

(b)  Facility Operation Bonds may be issued to refurbish, upgrade, modify or add to the Project so long as (Y) the Company certifies in writing to the Trustee and the Independent Engineer confirms (such confirmation not to be unreasonably withheld or delayed) that (i) there will be no fundamental change in the use of the Facility as a result of the additional investment, (ii) the maximum waste disposal capacity of the Facility will not be increased by more than 25%, (iii) the proceeds of such Additional Bonds will be sufficient for the proposed purpose; and (iv) the proposed purpose of the additional investment is not reasonably expected to have a Material Adverse Effect and (Z) the issuance of the Facility Operation Bonds shall have been approved in writing by the Owners of not less than two-thirds in aggregate principal amount of the Series 1999A Bonds and the Series 1999B Bonds voting as a single class.  No Additional Bonds may be issued under Section 2.07(b) without the prior written consent of the Company.  All repairs, restorations, improvements, extensions or facilities financed in whole or in part with the proceeds of Additional Bonds shall become a part of the Project and shall also be part of the Trust Estate.

(c)  Refunding Bonds may be issued to refinance any Bonds (i) upon the occurrence of a Determination of Taxability with respect to the Bonds proposed to be refunded, or (ii) if and when there shall be delivered to the Trustee a certificate of a Company Representative, confirmed in writing by the Independent Engineer (such confirmation not to be unreasonably withheld or delayed), confirming that:

(A)the annual Debt Service requirements for the Bonds (after the issuance of such Refunding Bonds) do not exceed the annual Debt Service requirements for the Bonds (prior to the issuance of such Refunding Bonds) by more than 5% for any Fiscal Year during the remaining term of the Bonds Outstanding prior to such date; or

(B)the issuance of the Refunding Bonds shall have been approved in writing by the Owners of not less two-thirds in aggregate principal amount of the Series 1999A Bonds and the Series 1999B Bonds voting as a single class.

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(d)  In the event of a Stock Sale, Additional Bonds shall be issued, in exchange for the Outstanding Series 1999A Bonds and the Outstanding Series 1999B Bonds, with the terms and provisions set forth or described in the Stock Purchase Agreement and any supplemental indenture related to such Additional Bonds or any related documents, provided that such terms and provisions shall have been approved in writing by the Owners of at least 66-2/3% in aggregate outstanding principal amount of the Series 1999A Bonds and the Series 1999B Bonds voting as a single class.

(e)  Prior to the delivery by the Issuer of any Additional Bonds there shall be filed with the Trustee the following (in addition to one of the certificates described above):

(i)A supplement to this Indenture executed by the Issuer and the Trustee creating such Additional Bonds and specifying the terms thereof in accordance with Section 2.02 hereof including, without limitation, (A) if such Bonds will be entitled to the benefits of a Debt Service Reserve Account, providing for a deposit to a Debt Service Reserve Account of the amount, if any, necessary so that the amount therein equals the Debt Service Reserve Account Requirement calculated in accordance with this Indenture and the related supplemental indenture immediately after such delivery, to the extent not funded from any other source, (B) in connection with the issuance of Facility Operation Bonds, requisition and other withdrawal requirements relating to draws to be made from appropriate accounts and subaccounts in the Construction Fund and (C) until the first date on which none of the Series 1999A Bonds shall remain Outstanding and the Tax Equalization Account shall be closed, providing for deposits into the Tax Equalization Account to secure such Bonds on a parity with the other Bonds secured thereby.

(ii)A supplement to the Facility Lease Agreement executed by the Issuer and the Company whereby the Company acknowledges the issuance of such Bonds and agrees to adjust its Lease Payments to cover Debt Service on such Bonds.

(iii)A certificate executed by a Company Representative to the effect that no Event of Default under the Facility Lease Agreement has occurred and is continuing and no event which with the passage of time or notice or both would constitute an Event of Default has occurred, unless the issuance of such Additional Bonds would cure such Event of Default.

(iv)(A)If the Additional Bonds are intended to be Tax-Exempt Bonds, an opinion of Bond Counsel to the effect that (1) the interest on such series of Additional Bonds is not includable in the gross income of the Owners thereof for federal income tax purposes, (2) the issuance of such Additional Bonds will not adversely affect the tax status of interest on the then Outstanding Tax-Exempt Bonds and (3) such supplements to this Indenture and the Facility Lease Agreement have been duly authorized, executed and delivered by the Issuer and constitute the valid and binding obligations of the Issuer.

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(B)If the Additional Bonds are not intended to be Tax-Exempt Bonds, an opinion of Bond Counsel to the effect set forth in Section 2.07(e)(iv)(A)(2) and (3) above.

(v)An Opinion of Counsel to the Company to the effect that the supplement to the Facility Lease Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding obligation of the Company.

(vi)          A written request of an Issuer Representative to the Trustee to authenticate and deliver such Additional Bonds.

Section 2.08.Other Indebtedness.  Except as otherwise provided in Section 2.07 hereof, the Issuer hereafter shall not issue any bonds, notes, debentures, or other evidences of indebtedness of a similar nature, other than the Bonds, on a parity with the Bonds (except as otherwise provided in this Indenture), payable out of or secured by the pledge or assignment of the Trust Estate and shall not create or cause to be created any other lien or charge on the Trust Estate, other than Permitted Encumbrances; provided, however, that nothing in this Indenture shall prevent the Issuer from issuing, if and to the extent permitted by law, other evidences of indebtedness (a) payable out of, or secured by, a pledge and assignment of any part of the Trust Estate to be derived on and after such date as the pledge of the Trust Estate provided in this Indenture shall be discharged and satisfied as provided in Section 11.01 hereof or (b) with the prior written consent of a Company Representative, payable solely from and secured by a pledge of the rights of the Company in and to amounts released to the Company from the Surplus Fund; and provided, further, however, such evidences of indebtedness must (i) be fully subordinated in all respects to the pledge of the Trust Estate created under this Indenture in favor of the Bonds, and (ii) provide that the holders of such evidences of indebtedness have no right to exercise remedies under the instruments or agreements evidencing such indebtedness, or as otherwise permitted by law, to enforce repayment of such indebtedness for as long as any Bonds are Outstanding.

Section 2.09.Book-Entry System.  The Series 1999 Bonds shall be, and any Additional Bonds may be, issued in the name of Cede & Co., as nominee for DTC as the initial Securities Depository and registered Owner of the 1999 Bonds, and held in the custody of or by the Trustee for the account of the Securities Depository.  A single certificate will be issued and delivered to the Securities Depository for each maturity of such Bonds (except as otherwise required by DTC).  The actual purchasers of Bonds (the “Beneficial Owners”) will not receive physical delivery of Bond certificates except as provided herein.  For so long as the Securities Depository shall continue to serve as securities depository for the Bonds as provided herein, all transfers of beneficial ownership interests will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Bonds is to receive, hold or deliver any Bond certificate.

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Except as provided in Section 13.12, the Issuer, the Trustee and the Company shall treat the Securities Depository (or its nominee) as the sole and exclusive Owner of the Bonds registered in its name for the purposes of payment of the principal of and interest on or Redemption Price, if any, of the Bonds or portion thereof to be redeemed, and of giving any notice permitted or required to be given to Bondholders under this Indenture and neither the Issuer, the Trustee nor the Company shall be affected by any notice to the contrary.  Neither the Issuer, the Trustee nor the Company shall have any responsibility or obligations to the Securities Depository, any Participant, any Beneficial Owner or any other person which is not shown on the bond register maintained by the Trustee, with respect to the accuracy of any records maintained by the Securities Depository or any Participant; the payment by the Securities Depository or any Participant of any amount in respect of the principal of and interest on the Bonds: any notice which is permitted or required to be given to Bondholders under the Indenture; the selection by the Securities Depository or any Participant of any person to receive payment in the event of a partial redemption of the Bonds; or any consent given or other action taken by the Securities Depository as a Series Bondholder.  The Trustee shall pay all principal of and interest on or Redemption Price, if any, of the Bonds registered in the name of Cede & Co., only to or “upon the order of the Securities Depository (as that term is used in the Uniform Commercial Code as adopted in Illinois and New York), and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal of and interest on or Redemption Price, if any, of such Bonds to the extent of the sum or sums so paid.

The Issuer and the Trustee covenant and agree, so long as DTC shall continue to serve as Securities Depository for the Bonds, to meet the requirements of DTC with respect to required notices and other provisions of the Letter of Representations executed with respect to the Bonds.

The Issuer, the Company and the Trustee may rely conclusively upon (i) a certificate of the Securities Depository as to the identity of the Participants in the Book-Entry System with respect to the Bonds and (ii) a certificate of any such Participant as to the identity of, and the respective principal amount of Bonds beneficially owned by, the Beneficial Owners.  The Trustee shall direct DTC to allocate the Redemption Price paid in connection with any redemption of less than all of the Bonds of a series and less than all of a maturity within a series pro rata among its direct Participants shown on its books to be the owners of such Bonds.

Whenever, during the term of the Bonds, the beneficial ownership thereof is determined by a book-entry at the Securities Depository, the requirements in this Indenture of holding, delivering or transferring Bonds shall be deemed modified to require the appropriate person to meet the requirements of the Securities Depository as to registering or transferring the book-entry to produce the same effect.  Any provision hereof permitting or requiring delivery of Bonds shall, while the Bonds are in a Book-Entry System, be satisfied by the notation on the books of the Securities Depository in accordance with the law of the State.

The Trustee and the Issuer, at the direction and expense of the Company, may from time to time appoint a successor Securities Depository and enter into an agreement with the Securities

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Depository, to establish procedures with respect to the Bonds not inconsistent with the provisions of this Indenture.  Any successor Securities Depository shall be approved by the Trustee and shall be a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended.

The Trustee and the Issuer, at the direction and expense of the Company, will cause the delivery of bond certificates to each Beneficial Owner, registered in the name of such Beneficial Owner, under the following circumstances:

(a)  The Securities Depository determines to discontinue providing its service with respect to the Bonds and no successor Securities Depository is appointed as described above.  Such a determination may be made at any time by giving 30 days’ written notice to the Issuer, the Company and the Trustee and discharging its responsibilities with respect thereto under applicable law; or

(b)  The Company determines not to continue the Book-Entry System through a Securities Depository.

The Trustee is hereby authorized to make such changes to the form of Bonds attached hereto as Exhibits C-1, C-2, D and E which are not inconsistent with this Indenture and which are necessary or appropriate upon the appointment of a successor Securities Depository or while the Book-Entry System is not in effect.

If at any time, the Securities Depository ceases to hold the Bonds, thereafter all references herein to the Securities Depository shall be of no further force or effect.

ARTICLE III

GENERAL TERMS AND PROVISIONS OF BONDS

Section 3.01.Medium of Payment; Form and Date; Letters and Numbers.

(a)  The Bonds shall be payable, with respect to interest, principal and Redemption Price, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

(b)  Any Bonds of a series shall be issued only in the form of fully registered Bonds without coupons or, pursuant to the provisions of a supplemental indenture, in any other form permitted by law at the time of original issuance, including, but not limited to, Bonds which are transferable through a book-entry system.

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(c)  Each Bond shall be lettered and numbered as provided in this Indenture or the supplemental indenture authorizing the series of which such Bond is a part and so as to be distinguished from every other Bond.

(d)  Bonds shall be dated as provided in this Indenture with respect to the 1999 Bonds or, in the case of Bonds of other series, the supplemental indenture authorizing the Bonds of such series.

(e)  Interest on any Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Bond is registered on the registration books of the Issuer which are maintained by the Trustee at the close of business on the Record Date for such interest.  Any interest on any Bond which is payable but is not punctually paid or provided for on any Interest Payment Date (“Defaulted Interest”)shall forthwith cease to be payable to the Owner of such Bond on the Record Date by virtue of having been such Owner, and such Defaulted Interest shall be paid to the person in whose name the Bond is registered on such registration books at the close of business on a Special Record Date to be fixed by the Trustee, such date to be not more than 15 nor fewer than 10 days prior to the date of proposed payment.  The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given by first class mail, postage prepaid, to each Owner at such Owner’s address as it appears in the registration books, not fewer than 10 days prior to such Special Record Date, and may, in its discretion, cause a similar notice to be published once in a newspaper of general circulation in each place where Bonds are payable, but such publication shall not be a condition precedent to the establishment of such Special Record Date.

Section 3.02.Legends.   The Bonds of each series may contain or have endorsed thereon such provisions, specifications and descriptive words not inconsistent with the provisions of this Indenture as may be necessary or desirable to comply with custom, law, the rules of any securities exchange or commission or brokerage board, or otherwise, as may be determined by the Issuer or the Trustee prior to the authentication and delivery thereof.

Section 3.03.Execution and Authentication.

(a)  The Bonds shall be executed in the name of the Issuer by the manual or facsimile signature of the President of the Issuer, and the Village Clerk of the Issuer shall affix manually or by facsimile the seal of the Issuer to the Bonds and attest said seal by manual or facsimile signature.  In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall have been authenticated and delivered by the Trustee, such Bonds may, nevertheless, be authenticated and delivered as herein provided, and may be issued as if the persons who signed or sealed such Bonds had not ceased to hold such offices.  Any Bond may be signed and sealed on behalf of the Issuer by such persons who at the time of the execution of such Bond shall hold the proper office

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in the Issuer, although at the date of such Bond such persons may not have been so authorized or have held such office.

(b)  The Bonds shall bear a certificate of authentication, in the form set forth in this Indenture or the supplemental indenture authorizing such Bonds, executed manually by the Trustee.  Only such Bonds as shall bear such certificate of authentication shall be entitled to any right or benefit under this Indenture, and no such Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Trustee.  Such certificate of the Trustee upon any such Bond executed on behalf of the Issuer shall be conclusive evidence that the Bond so authenticated has been duly authenticated and delivered under this Indenture and that the Owner thereof is entitled to the benefits of this Indenture.

Section 3.04.Interchangeability of Bonds.  Subject to the provisions of Section 3.06 hereof, any Bond, upon surrender at the principal office of the Trustee with a written instrument of transfer satisfactory to the Trustee, duly executed by the Owner or its duly authorized attorney, may, at the option of the Owner and upon payment of any charges which the Trustee may make as provided in Section 3.06, be exchanged for an equal aggregate principal amount of fully registered Bonds of the same series and maturity and tenor of any other Authorized Denominations.

Section 3.05.Negotiability, Transfer and Registration.

(a)  The transfer of each Bond shall be registrable only upon the registration books of the Issuer, which shall be kept for that purpose by the Trustee, by the Owner in person or by its attorney duly authorized in writing, upon surrender thereof with a written instrument of transfer satisfactory to the Trustee, duly executed by the Owner or its duly authorized attorney.  Upon the registration of transfer of any such Bond, the Issuer shall issue in the name of the transferee a new Bond or Bonds in Authorized Denominations of the same aggregate principal amount, series, maturity and tenor as the surrendered Bond.

(b)  The Issuer and the Trustee may deem and treat the person in whose name any Bond shall be registered upon the registration books of the Issuer as the absolute Owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal and Redemption Price, if any, of and interest on such Bond and for all other purposes, and all such payments so made to any such Owner or upon its order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer nor the Trustee shall be affected by any notice to the contrary.

Section 3.06.Provisions with Respect to Exchanges and Transfers.  In all cases in which the privilege of registering the transfer of or exchanging Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver Bonds in accordance with the provisions of this Indenture.  All Bonds surrendered in any such exchanges shall forthwith be canceled by the

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Trustee.  For any exchange or registration of transfer of Bonds, whether temporary or definitive, the Issuer or the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid.  The Trustee shall not be required to make any registration, registration of transfer or exchange of any Bond during the period between each Record Date and the next succeeding Interest Payment Date of such Bond, or after such Bond has been called for redemption or, in the case of any proposed redemption of Bonds, during the 15 days next preceding the date of first giving notice of such redemption.

Section 3.07.Bonds Mutilated, Destroyed, Stolen or Lost.  In case any Bond shall become mutilated or be destroyed, stolen or lost, the Issuer shall execute, and thereupon the Trustee shall authenticate and deliver, a new Bond of like series, maturity, tenor and principal amount (in an Authorized Denomination) as the Bonds so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond, upon surrender and cancellation of such mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, upon filing with the Trustee of evidence satisfactory to the Issuer and the Trustee that such Bond has been destroyed, stolen or lost, and proof of Ownership thereof, and upon furnishing the Issuer and the Trustee with indemnity satisfactory to them and complying with such other reasonable regulations as the Issuer and the Trustee may prescribe and paying such expenses as the Issuer and the Trustee may incur.  All Bonds so surrendered to the Trustee shall be canceled by the Trustee in accordance with Section 13.10 hereof.  Any such new Bonds issued pursuant to this Section in substitution for Bonds alleged to be destroyed, stolen or lost shall constitute original additional contractual obligations on the part of the Issuer, whether or not the Bonds so alleged to be destroyed, stolen or lost shall be found at any time or be enforceable by anyone, shall be entitled to equal and proportionate benefits with all other Bonds of the same series issued under this Indenture and shall be equally secured by the moneys or securities held by the Issuer or the Trustee for the benefit of the Owners of other Bonds of the same series.

Section 3.08.Temporary Bonds.

(a)  Until the definitive Bonds of any series are prepared, the Issuer may execute, in the same manner as is provided in Section 3.03, and, upon the request of the Issuer, the Trustee shall authenticate and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds except as to the denominations thereof and as to exchangeability, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in Authorized Denominations, and with such omissions, insertions and variations as may be appropriate to temporary Bonds.  The Issuer at its own expense shall prepare and execute and, upon the surrender of such temporary Bonds the Trustee shall authenticate and, without charge to the Owner thereof, deliver in exchange therefor, definitive Bonds of the same aggregate principal amount, series and maturity as the temporary Bonds surrendered in Authorized Denominations.  Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds authenticated and issued pursuant to this Indenture.

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(b)  The Owner of any temporary Bond or Bonds may, at its option, surrender the same to the Trustee in exchange for another temporary Bond or Bonds of like aggregate principal amount, series and maturity of any Authorized Denominations, and thereupon the Issuer shall execute and the Trustee shall authenticate and, in exchange for the temporary Bond or Bonds so surrendered and upon payment of the taxes, fees and charges provided for in Section 3.06, shall deliver a temporary Bond or Bonds of like aggregate principal amount, series and maturity in such other Authorized Denominations as shall be requested by such Owner.

(c)  All temporary Bonds surrendered in exchange either for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith canceled by the Trustee.

ARTICLE IV

REDEMPTION OF BONDS

Section 4.01.Privilege of Redemption and Redemption Price.  Bonds subject to redemption prior to maturity pursuant to this Indenture or a supplemental indenture shall be redeemable, upon notice given as provided in this Article IV, at such times, at such Redemption Prices and upon such terms, in addition to the terms contained in this Article IV, as may be specified in this Indenture or in the supplemental indenture authorizing such series.

Section 4.02.Redemption at the Election or Direction of the Company.  In the case of any redemption of Bonds at the election or direction of the Company, the Company shall give written notice to the Trustee of its election or direction so to redeem, of the date fixed for redemption, of the series, and of the principal amounts of the Bonds of each maturity bearing the same CUSIP number of such series to be redeemed.  Such notice shall be given at least 45 days prior to the specified redemption date or such shorter period as shall be acceptable to the Trustee.  In the event notice of redemption shall have been given as provided in Section 4.05 and the conditions to any such redemption shall have been satisfied, there shall be paid on or prior to the specified redemption date to the Trustee an amount in cash or Governmental Obligations maturing on or before the specified redemption date which together with other moneys, if any, available therefor held by the Trustee, will be sufficient to redeem all of the Bonds to be redeemed on the specified redemption date at their Redemption Price plus interest accrued and unpaid to the date fixed for redemption; such amount and moneys shall be held in a separate, segregated account for the benefit of the Owners of the Bonds so called for redemption.

Section 4.03.Redemption Otherwise Than at Company’s Election or Direction.  Whenever by the terms of this Indenture the Trustee is required or authorized to redeem Bonds otherwise than at the election or direction of the Company, the Trustee shall give the notice of redemption and pay the Redemption Price, plus interest accrued and unpaid to the date fixed for redemption, in accordance with the terms of Articles IV and V to the extent applicable.

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Section 4.04.Selection of Bonds to Be Redeemed.

(a)  Unless otherwise provided by supplemental indenture or the terms of this Indenture, if less than all of the Bonds of like maturity and CUSIP number of a series shall be called for redemption, the particular Bonds or portion of Bonds to be redeemed shall be selected pro rata among all Bonds of such maturity in such manner as the Trustee in its discretion may deem fair and appropriate; provided, however, that with respect to redemptions of 1999 Bonds, unless this Indenture or a supplemental indenture specifies otherwise, any such partial redemption shall be on a pro rata basis among the series subject to redemption in accordance with their relative principal amounts; and provided further that in selecting portions of such Bonds for redemption, the Trustee shall treat each such Bond as representing that number of Bonds of said minimum Authorized Denomination which is obtained by dividing the principal amount of such Bond to be redeemed in part by the minimum Authorized Denomination for such series of Bonds.  If less than all of the Bonds of any series are to be redeemed and such Bonds are held in book-entry only form, the Trustee shall direct the Securities Depository for such series of Bonds to select the particular Bonds or portions thereof to be redeemed in such a manner as to redeem such Bonds pro rata among all of its direct Participants shown on the Securities Depository’s books to be holders of such Bonds in accordance with their relative ownership of such Bonds.

(b)  If less than all of the 1999 Bonds is to be redeemed pursuant to Section 4.08, the Trustee shall first receive an opinion of Bond Counsel to the effect that the proposed redemption of fewer than all 1999 Bonds would not result in the interest payable on the 1999 Bonds remaining Outstanding after such redemption being includable in the gross income for Federal income tax purposes of any Owner, other than a “substantial user” or “related person”.

(c)  At its option, the Company, on behalf of the Issuer, may deliver to the Trustee written notice, which shall (i) specify a principal amount of the Bonds of a series delivered to the Trustee therewith, or theretofore redeemed pursuant to Section 4.07 and (ii) instruct the Trustee to apply the principal amount of such Bonds so delivered or redeemed for credit against a Sinking Fund Installment specified by the Company failing due at least 45 days after delivery of such notice.  Each such Bond so delivered shall be credited by the Trustee at 100% of the principal amount thereof.

Section 4.05.Notice of Redemption.

(a)  When the Trustee shall receive notice from the Company of its election or direction to redeem Bonds pursuant to Section 4.02, and when redemption of Bonds is authorized or required pursuant to Section 4.03, the Trustee shall give notice, in the name of the Issuer, of the redemption of such Bonds, which notice shall specify the series, CUSIP number and maturities of the Bonds to be redeemed, the date fixed for redemption and the place or places where amounts due upon such date fixed for redemption will be payable and, if less than all of the Bonds of any like series, CUSIP number and maturity are to be redeemed, the letters and numbers or other distinguishing marks of such Bonds so to be redeemed, and, in the case of

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Bonds to be redeemed in part only, such notice shall also specify the respective portions of the principal amount thereof to be redeemed.  Such notice shall further state that on such date there shall become due and payable the Redemption Price of each Bond to be redeemed, or the Redemption Price of the specified portions of the principal thereof in the case of Bonds to be redeemed in part only, together with interest accrued to the date fixed for redemption, and that from and after such date interest thereon shall cease to accrue and be payable.  The Trustee shall mail copies of such notice by first-class mail, postage prepaid, not less than 30 nor more than 60 days before the date fixed for redemption, to the Owners of the Bonds to be redeemed at their addresses as shown on the registration books of the Issuer maintained by the Trustee.  Any notice of optional redemption may also state that the redemption is conditioned on receipt of moneys for such redemption by the Trustee on or prior to the redemption date; if such moneys are not received, the redemption of the Bonds for which notice was given shall not be made.  If the Trustee mails notices of redemption as herein provided, notice shall be conclusively presumed to have been given to all Owners.

(b)  In addition to the foregoing notice, further notice in the form described in paragraph (a) of this Section 4.05 shall be given by the Trustee as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed:

Each further notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depositories now being DTC, Midwest Securities Trust Company of Chicago, Illinois, Pacific Securities Depository Trust Company of San Francisco, California, and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more Information Services.

Section 4.06.Payment of Redeemed Bonds.  Notice having been given in the manner provided in Section 4.05 and any conditions to such redemption having been satisfied, the Bonds or portions thereof so called for redemption shall become due and payable on the date fixed for redemption at the Redemption Price, plus interest accrued and unpaid to such date, and, upon presentation and surrender thereof at any place specified in such notice, such Bonds, or portions thereof, shall be paid at the Redemption Price, plus interest accrued and unpaid to such date.  If there shall be called for redemption less than the entire principal amount of any Bond, the Issuer shall execute and the Trustee shall authenticate and deliver, upon the surrender of such Bond, without charge to the Owner thereof, for the unredeemed balance of the principal amount of the Bond so surrendered, fully registered Bonds of like series, maturity and tenor in any Authorized Denominations.  If, on the date fixed for redemption, moneys for the redemption of all the Bonds or portions thereof of any like series and maturity to be redeemed, together with interest to such date, shall be held by the Trustee so as to be available therefore on said date and if notice of redemption shall have been given as aforesaid, then, from and after the date fixed for redemption.

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interest on the Bonds or portions thereof of such series and maturity so called for redemption shall cease to accrue and become payable.  If said moneys shall not be so available on the date fixed for redemption, such Bonds or portions thereof shall continue to bear interest until paid at the same rate as they would have borne had they not been called for redemption.

Section 4.07.Redemption of 1999 Bonds Pursuant to Sinking Fund Installments.

(a)  The Series 1999A Bonds are subject to redemption prior to maturity at a Redemption Price equal to the principal amount thereof, plus accrued interest plus a premium equal to the amount credited to the Series 1999A Bond Sinking Fund Installment Subaccount pursuant to Section 5.08(c)(iv) and Section 5.04(b)(iv)(B)(II), by application by the Trustee of funds on deposit to the credit of the Series 1999A Sinking Fund Installment Subaccount on October 15 in the years and in the principal amounts as follows:

Year	Amount
2001	$		2,449
2002	3,428
2003	2,989,118
2004	3,919,208
2005	4,752,321
2006	4,998,680
2007	5,536,946
2008	7,250,192
2009	$	7,985,349
2010	8,769,485
2011	8,720,507
2012	9,651,086
2013	10,778,066
2014	11,904,557
2015	13,159,859
2016*	14,578,748

* Stated Maturity

(b)  The Series 1999B Bonds are also subject to redemption prior to maturity at a Redemption Price equal to the principal amount thereof, plus accrued interest plus a premium equal to the amount credited to the Series 1999B Bond Sinking Fund Installment Subaccount pursuant to Section 5.08(c)(iv) and Section 5.04(b)(iv)(B)(II), by application by the Trustee of funds on deposit to the credit of the Series 1999B Sinking Fund Installment Subaccount on October 15 in the years and in the principal amounts as follows:

Year	Amount
2015	$	17,376,761
2016*	27,623,239

* Stated Maturity

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(c)  The Series 1999C Bonds maturing on October 15, 2009 and October 15, 2024 are also subject to redemption prior to maturity at a Redemption Price equal to the principal amount thereof, plus accrued interest, by application by the Trustee of funds on deposit to the credit of the Series 1999C Sinking Fund Installment Subaccount on October 15 in the years and in the principal amounts as follows:

SERIES 1999C BOND MATURING OCTOBER 15, 2009

Year	Amount
2000	$	1,285,000
2001	1,375,000
2002	1,475,000
2003	1,580,000
2004	1,690,000
2005	$	1,810,000
2006	1,940,000
2007	2,080,000
2008	2,225,000
2009*	2,385,000

* Stated Maturity

SERIES 1999C BOND MATURING OCTOBER 15, 2024

Year	Amount
2023	$	37,230,000
2024*	39,925,000

* Stated Maturity

Section 4.08.Special Mandatory Redemption of the 1999 Bonds upon a Determination of Taxability.  The Series 1999A Bonds and the Series 1999BBonds are subject to special mandatory redemption at a Redemption Price of 103% of the principal amount of such Bonds being redeemed, and the Series 1999C Bonds and the Series 1999D Bonds are subject to special mandatory redemption at a Redemption Price of 100% of the principal amount of such Bonds being redeemed, plus, in any case, accrued interest, if any, to the redemption date, such date to be not later than 180 days after the occurrence of a Determination of Taxability.  Fewer than all of a series of Bonds may be redeemed if, in the opinion of Bond Counsel (which opinion shall be addressed and delivered to the Trustee and the Issuer), redemption of fewer than all Bonds of such series would result in the interest payable on the Bonds of such series remaining Outstanding being not includable in the gross income for Federal income tax purposes of any owner other than a “substantial user” or “related person.”  If the lien of the Indenture as to any such series of the Bonds is discharged, as described in Section 11.01 below, prior to the occurrence of a Determination of Taxability, the Bonds of such series will not be redeemed as described in this paragraph.  The Company and FWC, as appropriate, may contest any proposed Determination of Taxability as contemplated by Section 6.03(e).

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Section 4.09.Special Mandatory Redemption of the 1999 Bonds upon Damage.  Condemnation or Loss of Title.  The 1999 Bonds are subject to special mandatory redemption, from moneys transferred from the Insurance and Condemnation Proceeds Account of the Construction Fund to the Redemption Fund pursuant to the provisions of Section 5.03(b)(i) and (ii). in whole or in part, on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall make such transfer) at a Redemption Price of 100% of the principal amount thereof plus accrued interest and without premium in the following order of priority: first, the moneys so transferred shall be applied to the redemption of the Outstanding Series 1999A Bonds and the Outstanding Series 1999B Bonds pro rata in proportion to the relative principal amounts of Series 1999A Bonds and Series 1999B Bonds then Outstanding.  second, 50% of such remaining moneys, up to a cumulative maximum amount of $15 million. shall be paid over the Company, free and clear of the lien of this Indenture and the remaining moneys shall be applied to the redemption of the Outstanding Series 1999C Bonds and the Outstanding Series 1999D Bonds pro rata in proportion to the relative principal amounts of Series 1999C Bonds and Series 1999D Bonds then Outstanding.  third, if there are no Series 1999C Bonds or Series 1999D Bonds Outstanding, any remaining amounts shall be paid to FWC until FWC shall have been fully reimbursed for any payments theretofore made in respect of the Series 1999C Bonds and Series 1999D Bonds under the Exit Funding Agreement, and fourth, thereafter, any remaining amounts shall be applied to the payment of Additional Bonds pursuant to the applicable supplemental indenture and if no Bonds remain Outstanding, then any remaining amount shall be disbursed to the Company free and clear of any pledge or lien hereunder.

Section 4.10.Redemption of the Series 1999D Bonds and the Series 1999C Bonds from the Retail Rate Litigation Proceeds or from Prepayments of Exit Payments.

(a)  The Series 1999D Bonds are subject to special mandatory redemption, in whole or in part from moneys transferred from the Retail Rate Litigation Proceeds Fund to the Series 1999D Bond Redemption Account in the Redemption Fund as directed by Section 5.08(b)(i) hereof, on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall make the following deposits to the credit of the Redemption Fund), at a Redemption Price of 100% of their Accreted Amount on the redemption date.

(b)  If no Series 1999D Bonds shall be Outstanding, the Series 1999C Bonds are subject to special mandatory redemption, in whole or in part, on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall make the following deposits to the credit of the Redemption Fund), at a Redemption Price of 100% of their principal amount, plus accrued interest, if any, to the redemption date on which the Series 1999C Bonds are to be redeemed, if the Trustee shall have received a certificate of a FWC Representative to the effect that (1) a Litigation Event has occurred and (2) the amount of the prepayment represents Litigation Proceeds received by FWC pursuant to the provisions of Section 6(a) (F) or (G) of the Retail Rate Litigation Trust Agreement.

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Section 4.11.Special Mandatory Redemption of the 1999 Bonds upon Liquidation of the DBT.  The 1999 Bonds (but not the Refunding Bonds issued under Section 2.07(d) hereof in the event of a Stock Sale) are subject to special mandatory redemption, from moneys paid to the Trustee by the Delaware Trustee under Section 4.01(b) of the DBT Trust Agreement, on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall receive such funds) in the following order of priority: first, the moneys so transferred shall be applied to the redemption, in whole or in part, of the Outstanding Series 1999A Bonds and the Series 1999B Bonds pro rata in proportion to the relative principal amounts of Series 1999A Bonds and Series 1999B Bonds then Outstanding.  second, the remaining moneys so transferred shall be applied to the redemption of the Outstanding Series 1999C Bonds and the Series 1999D Bonds pro rata in proportion to the relative principal amounts of Series 1999C Bonds and Series 1999D Bonds then Outstanding.  third, any remaining amounts shall be paid to FWC until FWC shall have been fully reimbursed for any payments it shall have made on the Series 1999C Bonds or Series D Bonds pursuant to the Exit Funding Agreement. and fourth, any balance remaining shall be paid to the Issuer.

Section 4.12.Optional Redemption of the 1999 Bonds to Effect a Change of Use Under Treasury Regulation Section 1.141-12.  The 1999 Bonds are subject to redemption in whole at the option of the Issuer on the date that is ten and one half (10-1/2) years after the Initial Exchange Date at a Redemption Price of 100% of the principal amount of the 1999 Bonds being redeemed, plus accrued interest, if any, to the redemption date if there is to be a “change in use” effected under Treasury Regulation Section 1.141-12 that, in the opinion of Bond Counsel, will not have an adverse effect on the tax-exempt status of interest on the 1999 Bonds.  Less than all of the 1999 Bonds may be redeemed if, in the opinion of Bond Counsel (which opinion shall be addressed and delivered to the Trustee and the Issuer), redemption of all of the 1999 Bonds is not necessary to maintain the tax-exempt status of interest payable on the 1999 Bonds.  If less than all of the 1999 Bonds are to be redeemed, the Series 1999A Bonds and Series 1999B Bonds shall be redeemed before any Series 1999C Bonds or Series 1999D Bonds are redeemed if in the opinion of Bond Counsel, such order of redemption will not, in and of itself,  cause a Determination of Taxability.  Nothing in the Section 4.12 shall be deemed to permit any such change in use.

ARTICLE V

REVENUES AND ESTABLISHMENT OF FUNDS AND
ACCOUNTS AND APPLICATION THEREOF

Section 5.01.  Payment of Bonds.

(a)  The Bonds shall be payable solely from, and secured as to the payment of the principal and Redemption Price thereof, and interest thereon, in accordance with their terms and the terms of this Indenture, by the Trust Estate, and any transfers from the Delaware Trustee

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pursuant to the DBT Trust Agreement for the redemption of 1999 Bonds in accordance with the provisions of Section 4.11 hereof, Litigation Proceeds deposited to the credit of the Retail Rate Litigation Proceeds Fund and Exit Payments and prepayments deposited to the credit of the Series 1999C Bond Account and the Series 1999D Bond Account and the Series 1999C Bond Redemption Account and the Series 1999D Bond Redemption Account, respectively, and subject to the limitations set forth in the Granting Clauses hereto and in clause (b) of this Section 5.01.  The Trust Estate shall be immediately subject to the lien and pledge conferred by this Indenture without need of any physical delivery thereof or other further act.

(b)  Prior to the occurrence of an Event of Default, the lien on and pledge of the Trust Estate conferred by this Indenture in favor of the Trustee shall be subject in all respects to the provisions of this Indenture that require the application of Revenues or other moneys to the Revenue Fund, the Operations and Maintenance Fund, the Construction Fund, the Tax Equalization Fund, Retail Rate Litigation Proceeds Fund, the Surplus Fund or the Rebate Fund, including in each case any account or subaccount established therein, prior to the application of such Revenues or other moneys for the payment of the principal or Redemption Price of and the interest on the Bonds.  The Trust Estate does not include the Unassigned Rights.  Moneys or investments credited to a Debt Service Reserve Account within the Debt Service Reserve Fund shall be pledged to and secure solely the Bonds with respect to which such Debt Service Reserve Account has been established.  Moneys or investments credited to the Special Tax Allocation Account shall be pledged to secure only the Series 1999A Bonds and moneys or investments credited to the Tax Equalization Account shall be pledged to and secure only the Series 1999B Bonds and any Additional Bonds.  Moneys or investments credited to the Rebate Fund shall be applied solely to the payment of rebate amounts due to the United States of America with respect to Tax-Exempt Bonds or payments in lieu thereof.  No Owner of any Bonds has the right to compel any exercise of the taxing power of the Issuer to pay the principal or Redemption Price of the Bonds or the interest thereon.  The Bonds do not constitute an indebtedness of the Issuer or a loan of the credit thereof within the meaning of any constitutional or statutory provision.

(c)  The pledge of Incremental Taxes and of funds in the Special Tax Allocation Account is limited by and subject to the requirement set forth in Section 11-74.4-7 of the TIF Act that the Issuer must provide for the annual distribution to taxing districts of moneys not required for the payment and securing of obligations (including the series 1999A Bonds) or Redevelopment Project Costs (as defined in the TIF Act).

Section 5.02.Creation of Funds, Accounts and Subaccounts.

(a)  The following funds, accounts and subaccounts are hereby established and directed to be maintained, except as provided in Section 5.02(b) of this Indenture, by the Trustee:

(i)the Construction Fund, which shall consist of the following accounts:

(A)the Costs of Issuance Account, and

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(B)the Insurance and Condemnation Proceeds Account;

(ii)the Revenue Fund;

(iii)the Operations and Maintenance Fund;

(iv)the Bond Fund, which shall consist of the following accounts and subaccounts:

(A)the Series 1999A Bond Account, which shall consist of the following subaccounts:

(I)the Series 1999A Interest Subaccount, and

(II)the Series 1999A Sinking Fund Installment Subaccount;

(B)the Series 1999B Bond Account, which shall consist of the following subaccounts:

(I)the Series 1999B Interest Subaccount, and

(II)the Series 1999B Sinking Fund Installment Subaccount;

(C)the Series 1999C Bond Account, which shall consist of the following subaccounts:

(I)the Series 1999C Interest Subaccount, and

(II)the Series 1999C Sinking Fund Installment Subaccount;

(D)the Series 1999D Bond Account.

(v)the Debt Service Reserve Fund;

(vi)the Tax Equalization Fund, which shall consist of the following accounts:

(A)the Special Tax Allocation Account,

(B)the Incremental Tax Surplus Account, and

(C)the Tax Equalization Account:

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(vii)the Redemption Fund, which shall consist of the following accounts:

(A)the Series 1999A Bonds Redemption Account,

(B)the Series 1999B Bonds Redemption Account,

(C)the Series 1999C Bonds Redemption Account, and

(D)the Series 1999D Bonds Redemption Account;

(viii)the Retail Rate Litigation Proceeds Fund, which shall consist of the following accounts;

(A)the First Litigation Proceeds Account, and

(B)the Second Litigation Proceeds Account;

(ix)the Surplus Fund, which shall consist of the following accounts:

(A)the Surplus Account, and

(B)the Distribution Account; and

(x)the Rebate Fund.

(b)  The Issuer may determine from time to time by supplemental indenture to create additional funds, accounts and subaccounts to be established and maintained, except as otherwise set forth in this subsection (b), by the Trustee.  Without limiting the preceding sentence, such funds, accounts and subaccounts may, but need not necessarily include:

(i)appropriate accounts within the Construction Fund in connection with any undertaking financed from the proceeds of Additional Bonds;

(ii)additional Debt Service Reserve Accounts with respect to one or more series of Additional Bonds for which a Debt Service Reserve Account Requirement specific to such series may also be established by the supplemental indenture providing for the issuance of such series;

(iii)in connection with the issuance of Additional Bonds that are to be additionally secured by a Credit Facility or Bond Insurance Policy, such funds, accounts and subaccounts as necessary to provide for the issuance of such Credit Facility or Bond Insurance Policy and to provide for the reimbursement obligations of the Issuer under a Credit Facility Agreement or to a Bond Insurer payable on a parity with the Bonds; and

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(iv)          appropriate accounts and subaccounts within the Bond Fund with respect to Debt Service on Additional Bonds.

The Trustee, with the prior written consent of a Company Representative, may designate an agent or agents to hold any fund, account or subaccount on behalf of the Trustee, but no such arrangement shall diminish in any way the responsibility of the Trustee for the performance of all obligations imposed on the Trustee under this Indenture with respect to such fund, account or subaccount.

(c)  Moneys held in any fund, account or subaccount hereunder shall be kept separate and apart from all other funds of the Issuer and the Trustee and shall be withdrawn, used and applied solely for the purposes set forth in this Indenture.  For accounting purposes, the cash required to be accounted for in each of the funds, accounts and subaccounts established herein may be deposited in a non-exclusive single bank account, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the cash on deposit therein for the various purposes of such funds, accounts and subaccounts, and provided, further, that the proceeds of any Credit Facility, Bond Insurance Policy or Debt Service Reserve Account Facility drawing shall not be commingled with any other funds, but shall be kept separate and apart and held for the exclusive purposes for which such Credit Facility, Bond Insurance Policy or Debt Service Reserve Account Facility was issued.  The designation and establishment of the various funds, accounts and subaccounts in and by this Indenture shall not be construed to require the establishment of any completely independent, self-balancing funds, as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of Revenues and certain assets for certain purposes and to establish certain priorities for application of such Revenues and assets as provided in this Indenture.

Section 5.03.Application of Proceeds; Provisions Relating to the Construction Fund.

(a)  The proceeds received from the sale of any Additional Bonds shall be remitted to the Trustee and applied in the manner set forth in the supplemental indenture providing for the issuance of such Bonds.

(b)  The proceeds of insurance (excepting business interruption insurance) received by reason of loss or damage to the Project, the proceeds of title insurance received in connection with the loss of title to all or any portion of the Mortgaged Property and the proceeds of any condemnation award or other compensation in connection with condemnation proceedings shall be deposited in the Insurance and Condemnation Proceeds Account in the Construction Fund.  Moneys on deposit in the Insurance and Condemnation Proceeds Account will be applied from time to time, as follows:

(i)If the Trustee shall have received an Independent Engineer’s Certificate stating that the proceeds of insurance (except title and business interruption insurance) received by reason of loss or damage to the Project are sufficient to repair, reconstruct or

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replace the Project substantially to its prior condition, such proceeds will be retained in the Insurance and Condemnation Proceeds Account and used to repair, reconstruct or replace the Project substantially to its prior condition.  If such insurance proceeds exceed the cost of such repair, reconstruction or replacement, the Trustee will transfer the balance of such moneys on deposit in the Insurance and Condemnation Proceeds Account to the Revenue Fund after the completion of such repair, reconstruction or replacement.  If the Trustee shall have received an Independent Engineer’s Certificate stating that such insurance proceeds are not sufficient to repair, reconstruct or replace the Project substantially to its prior condition, the Company may file a written election with the Trustee within six months of the receipt of such insurance proceeds by the Trustee (or such longer period of time as shall be specified in such Independent Engineer’s Certificate) (i) to apply such insurance proceeds, together with other available moneys, to repair, reconstruct or replace the Project substantially to its prior condition, in which event, such moneys on deposit in the Insurance and Condemnation Proceeds Account shall be so applied, or (ii) to apply a portion of such insurance proceeds to repair, reconstruct or replace a portion of the Project (provided, that the Owners of a majority of the Series 1999A Bonds and the Series 1999B Bonds voting a single class shall have consented to such application), in which event such moneys on deposit in the Insurance and Condemnation Proceeds Account shall be so applied.  If such insurance proceeds exceed the cost of any such repair, reconstruction or replacement in the case of clause (ii) above, the Trustee will transfer the balance of such moneys on deposit in the Insurance and Condemnation Proceeds Account to the Redemption Fund to redeem Bonds pursuant to Section 4.09 of this Indenture, after the completion of such repair, reconstruction or replacement.  In the event that the moneys on deposit in the Insurance and Condemnation Proceeds Account are not sufficient to repair, reconstruct or replace the Project or a portion thereof as described above and the Trustee does not receive such a written election of the Company within the applicable period of time, the Trustee will transfer such moneys on deposit in the Insurance and Condemnation Proceeds Account to the Redemption Fund to redeem Bonds pursuant to Section 4.09 of this Indenture.

(ii)If the Trustee shall have received an Independent Engineer’s Certificate stating that condemnation or loss of title to any of the Mortgaged Property does not materially affect the operation of the Project, any proceeds of any condemnation award or compensation in connection with such proceedings or title insurance will be transferred to the Revenue Fund.  If the Trustee shall have received an Independent Engineer’s Certificate stating that any condemnation or loss of title to any of the Mortgaged Property materially affects the operation of the Project and that such condemnation or title insurance proceeds are sufficient to repair, reconstruct or replace the Project to substantially the same level of operation immediately prior to such condemnation or, in the case of a title defect, to cure such defect, such moneys on deposit in the Insurance and Condemnation Proceeds Account shall be so applied.  If such condemnation exceed the cost of such repair, reconstruction or replacement, the Trustee will transfer the balance of

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such moneys on deposit in the Insurance and Condemnation Proceeds Account to the Revenue Fund after the completion of such repair, reconstruction or replacement.  If the Trustee shall have received an Independent Engineer’s Certificate stating that any condemnation or loss of title to any portion of the Mortgaged Property materially affects the operation of the Project but that such condemnation proceeds are not sufficient to repair, reconstruct or replace the Project to substantially the same level of operation immediately prior to such condemnation or, in the case of loss of title, the title insurance proceeds are not adequate to cure the title defect or that the title defect cannot be cured, the Company may file a written election with the Trustee within six months of the receipt of such condemnation or title insurance proceeds by the Trustee (or such longer period of time as shall be specified in such Independent Engineer’s Certificate) (i) to apply such condemnation proceeds, together with other available moneys, to repair, reconstruct or replace the Project to substantially the same level of operation immediately prior to such condemnation or, in the case of loss of title, to cure the title defect, in which event such moneys on deposit in the Insurance and Condemnation Proceeds Account shall be so applied, or (ii) to apply a portion of such condemnation proceeds to repair, reconstruct or replace a portion of the Project or, in the case of loss of title, to cure the title defect (provided, that the Owners of a majority of the Series 1999A Bonds and the Series 1999B Bonds voting a single class shall have consented to such application) in which event such moneys on deposit in the Insurance and Condemnation Proceeds Account shall be so applied.  If such condemnation or title insurance proceeds exceed the cost of any such repair, reconstruction or replacement or curing the title defect in the case of clause (ii) above, the Trustee will transfer the balance of such moneys on deposit in the Insurance and Condemnation Proceeds Account to the Redemption Fund to redeem Bonds pursuant to Section 4.09 of this Indenture, after the completion of such repair, reconstruction or replacement or curing of the title defect.  If the Trustee shall have received an Independent Engineer’s Certificate with respect to condemnation or title insurance proceeds stating that the Project cannot be repaired, reconstructed or replaced under any circumstance or that the title defect cannot be cured for any reason or in the event that the moneys on deposit in the Insurance and Condemnation Proceeds Account are not sufficient to repair, reconstruct or replace the Project or a portion thereof or to cure the title defect as described above and the Trustee does not receive such a written election of the Company within the applicable period of time, the Trustee will transfer such moneys on deposit in the Insurance and Condemnation Proceeds Account to the Redemption Fund to redeem Bonds prior to maturity pursuant to Section 4.09 of this Indenture.

(iii)Any certificate of the Independent Engineer contemplated by this Section 5.03(b) shall not be unreasonably withheld or delayed.

(c)  Project Costs to be paid from amounts on deposit in the Insurance and Condemnation Proceeds Account shall be drawn upon in accordance with Section 5.03(b)(i) or (ii) and upon receipt by the Trustee of a (X) written requisition of the Company, signed by a Company

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Representative, (Y) certificate of the contractor performing such repair, reconstruction or replacement to the effect that the work performed to date has been performed satisfactorily and in a good and workmanlike manner in accordance with Prudent Engineering and Operating Practices, and (Z) certificate of the Independent Engineer (which certificate shall not be unreasonably withheld or delayed) confirming with respect to such repair or replacement the representations of the Company made in such requisition pursuant to clause (iv), if applicable, and (vii)  below with respect to the contract pursuant to which such repairs or replacements are to be made.  Each requisition shall state with respect to the payment to be made and the contract pursuant to which such repairs or replacements are to be made, the statements set forth in clauses (i) through (viii) below:

(i)the requisition number;

(ii)the name of the Person to whom payment is due or to whom a reimbursable advance, if any, has been made;

(iii)the amount to be paid and the account or subaccounts from which such amounts shall be withdrawn;

(iv)in the case of restoration costs incurred of an aggregate amount equal to the amount to be paid have been properly incurred by the Company, are currently due and payable, are a proper charge against such Insurance and Condemnation Proceeds Account, are unpaid or unreimbursed and have not been the subject of any previous withdrawals;

(v)that the withdrawal of the amount to be paid from the Insurance and Condemnation Proceeds Account and the use of the property financed or reimbursed therefrom has not resulted and will not result in a violation of Section 5.27 of the Facility Lease Agreement;

(vi)that the amount remaining in the Insurance and Condemnation Proceeds Account together with other moneys of the Company available or reasonably expected by the Company to be available for application to pay restoration costs of the Project;

(vii)that no Event of Default under the Facility Lease Agreement has occurred and is continuing, or, if such an Event of Default has occurred and is continuing, it will be cured by the intended application of the moneys drawn under such requisition; and

(viii)that no event has occurred and is continuing that, with the passage of time, would cause an Event of Default under the Facility Lease Agreement, or, if such an event has occurred and is continuing, it will be cured by the intended application of the moneys drawn under such requisition.

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(d)  If an Event of Default occurs and is continuing and the Lease Payments due under the Facility Lease Agreement shall become immediately due and payable pursuant to Section 7.2 of the Facility Lease Agreement, the Trustee will transfer moneys in the Construction Fund to the Bond Fund (and to the accounts therein in the order of priority set forth in Section 5.04(b)(iii) and (iv) hereof) to the extent necessary to make payments on the Series 1999A Bonds and the Series 199B Bonds, regardless of the other provisions of this Section 5.03.

Section 5.04.Revenue Fund.

(a)  The Trustee shall promptly deposit upon receipt all Revenues (other than amounts previously distributed pursuant to this Section) into the Revenue Fund.  Prior to making any transfer pursuant to Section 5.04(b), on the first day of each month the Trustee shall, except as otherwise provided in Section 5.04(b)(vii)(A), transfer all amounts in the Surplus Account to the Revenue Fund.

(b)  From time to time on the dates set forth below, after the deposit of Revenues into the Revenue Fund in accordance with subsection (a) of this Section 5.04, during each Fiscal Year, the Trustee shall withdraw moneys from the Revenue Fund and, after (Y) paying and reimbursing itself for its compensation, costs and expenses payable, and otherwise unpaid, in accordance with the terms of its engagement letter or other agreement with the Company and in accordance with the provisions of Section 8.03(b), and (Z) making any payments then due to the Litigation Proceeds Trustee or the Delaware Trustee in accordance with the terms of the Litigation Proceeds Agreement and the DBT Trust Agreement for their respective costs and expenses, make the following payments or deposits in the following funds, accounts and subaccounts in the following order, but only to the extent moneys are then available in the Revenue Fund:

(i)On the Initial Exchange Date, the Trustee shall transfer from the Revenue Fund to the Operations and Maintenance Fund an amount, such that after giving credit to such transfer, the amount in the Operations and Maintenance Fund shall equal the sum of (i) any O&M Prior Cost Deficiency, and (ii) any Monthly O&M Payment due on the Initial Exchange Date.

(A)On October 15, 2000, the Trustee shall transfer from the Revenue Fund to the Operations and Maintenance Fund an amount such that, after giving credit to such transfer, the amount in the Operations and Maintenance Fund shall equal the Monthly O&M Payment due on such date.

(B)On the date of the delivery of any Independent Engineer’s Certificate or a certificate of a Company Representative, in accordance with the O&M Agreement, setting forth the amount of any O&M Deficiency Variance, the Trustee shall transfer from the Revenue Fund to the Operations and Maintenance Fund an amount such that, after giving effect to such transfer, the amount in the

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Operations and Maintenance Fund shall equal the amount of such O&M Deficiency Variance.

(C)On the first day of each month, the Trustee shall transfer from the Revenue Fund to the Operations and Maintenance Fund an amount such that, after giving effect to such transfer, the amount in the Operations and Maintenance Fund shall equal the sum of (i) the Monthly O&M Payment for such month (without duplication of the amounts received pursuant to clause (A), (ii) the Primary Rent (as defined in the Site Lease) due under Section 3.01 of the Site Lease for such month (the “Site Lease Payment”), (iii) amounts due for such month under Section 5.1(a)(i)(z) of the Partnership Agreement (the “Company Operating Expenses”) and (iv) the host fee payable under Section 15(e) of the Agency Agreement and the Agency (as defined in the Agency Agreement) surcharge payable under Section 27(a) of the Agency Agreement for such month (the “Agency Fee”).  The amount of each such transfer shall be set forth in a certificate of a Company Representative (and/or with respect to any Monthly O&M Payment, set forth in a certificate of the Independent Engineer) to be delivered to the Trustee from time to time.  Such certificate shall include subtotals for each of the following categories, and in the case of Monthly O&M Cost, any subcategories thereof:  Monthly O&M Payment, Site Lease Payment and the Company Operating Expenses.

(D)The Trustee shall promptly pay any amount transferred into the Operations and Maintenance Fund to the Company, or upon its order, according to written directions to be provided to it from time to time by a Company Representative.

(ii)(A)So long as any Series 1999A Bonds remain Outstanding, on the tenth day of each month commencing on the tenth day of the month after the Trustee deposits money into the Special Tax Allocation Account of the Tax Equalization Fund, the Trustee shall transfer an amount from the Revenue Fund to the Tax Equalization Account in the Tax Equalization Fund equal to the product of the amount of the deposit into Special Tax Allocation Account, if any, in the previous month multiplied by a fraction the numerator of which shall be the annual Debt Service on the Bonds (other than the Series 1999A Bonds, the Series 1999C Bonds and the Series 1999D Bonds) then Outstanding for the year ending on the next principal payment date for such Bonds and the denominator of which shall be the annual Debt Service on the Series 1999A Bonds for the year ending on the next principal payment date for such Bonds.

(B)As soon as is practicable, the Trustee shall transfer moneys on deposit in the Tax Equalization Account, first, to the Interest Subaccounts established for the Bonds (other than the Series 1999A Bonds (including any Additional Bonds issued pursuant to Section 2.07(d) in exchange for the Series

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1999A Bonds) and the Series 1999C Bonds) then Outstanding on a pro rata basis (based on the interest requirements for such month of each such Interest Subaccount (other than the Series 1999A Interest Subaccount, the subaccount established for the Additional Bonds issued in exchange for the Series 1999A Bonds, and the Series 1999C Interest Subaccount) and second, to the principal subaccounts and the Sinking Fund Installment Subaccounts established for the Bonds (other than the Series 1999A Bonds, any Additional Bonds issued pursuant to Section 2.07(d) in exchange for the Series 1999A Bonds, and the Series 1999C Bonds) then Outstanding on a pro rata basis (based on the principal and sinking fund installment requirements for such month of each series of Bonds then Outstanding (other than the Series 1999A Bonds (including any Additional Bonds issued pursuant to Section 2.07(d) in exchange for the Series 1999A Bonds) and the Series 1999C Bonds), to the extent required to satisfy the requirements of clauses (iii) and (iv) of Section 5.04(b) of this Indenture with respect to such subaccounts.

(iii)On the tenth day of each month the Trustee shall transfer from the Revenue Fund to the Series 1999A Interest Subaccount and the Series 1999B Interest Subaccount, on a pro rata basis (based on the interest requirements for such month of each such Interest Subaccount), an amount that together with an equal amount to be deposited on the tenth day of each succeeding calendar month prior to the next Interest Payment Date, will not be less than the installment of interest on the Series 1999A Bonds and the Series 1999B Bonds falling due on the next Interest Payment Date therefor; provided, however, that no such deposits shall be made for the Series 1999A Bonds or the Series 1999B Bonds if and to the extent that sufficient amounts to make such payments shall have been transferred to the related Interest Subaccount from:

(I)the Special Tax Allocation Account with respect to the Series 1999A Bonds only; or

(II)the Tax Equalization Account with respect to the Series 1999B Bonds and any Additional Bonds only; or

(III)the First Litigation Proceeds Account in the Retail Rate Litigation Proceeds Fund pursuant to the provisions of Section 5.08(b)(ii); or

(IV)the Second Litigation Proceeds Account in the Retail Rate Litigation Proceeds Fund pursuant to the provisions of Section 5.08(c)(i).

(B)The Trustee shall apply moneys in the Interest Subaccounts of the

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Bond Fund solely to pay the installments of interest on the Bonds falling due on each Interest Payment Date, subject to the provisions of Section 5.10 hereof.

(iv)(A)On the tenth day of each month, the Trustee shall transfer from the Revenue Fund, to the Series 1999A Sinking Fund Installment Subaccount and the Series 1999B Sinking Fund Installment Subaccount established with respect to the Series 1999A Bonds and the Series 1999B Bonds in the Bond Fund, on a pro rata basis (based on the relative Sinking Fund Installment requirements for such month of the Series 1999A Bonds and the Series 1999B Bonds then Outstanding), an amount that, together with an equal amount to be deposited on the tenth day of each succeeding calendar month prior to the next Sinking Fund Installment payment date, will not be less than the Sinking Fund Installments of the Series 1999A Bonds and the Series 1999B Bonds next falling due within one year of the date of such deposit; provided, however, that no such deposits shall be made for the Series 1999A Bonds and the Series 1999B Bonds if and to the extent that sufficient amounts to make such payments shall be then available for transfer to such subaccount from:

(I)the Special Tax Allocation Account with respect to the Series 1999A Bonds only; or

(II)the Tax Equalization Account with respect to the Series 1999B Bonds and any Additional Bonds (except Additional Bonds issued pursuant to Section 2.07(d) in exchange for the Series 1999A Bonds) only; or

(III)the First Litigation Proceeds Account in the Retail Rate Litigation Proceeds Fund pursuant to the provisions of Section 5.08(b)(ii).

(B)On the tenth day of October of each year, the Trustee shall transfer from the Second Litigation Proceeds Account in the Retail Rate Litigation Proceeds Fund to the Series 1999A Sinking Fund Installment Subaccount and the Series 1999B Sinking Fund Installment Subaccount, pro rata in accordance with the Sinking Fund Installments scheduled to be made on the Series 1999A Bonds and the Series 1999B Bonds on the following October 15, as follows:

(I)The Trustee shall deposit to the Series 1999A Sinking Fund Installment Subaccount and the Series 1999B Sinking Fund Installment Subaccount the amount transferred to such Subaccount pursuant to Section 5.08(c)(iii), which amount shall be equal to the amount, if any, that is required to make the amounts to the credit of such Subaccounts, after taking into account the deposits described in Section 5.04(b)(iv)(A), equal to

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the Sinking Fund Installments scheduled to be redeemed on the Series 1999A Bonds and the Series 1999B Bonds on the following October 15; and

(II)The Trustee shall deposit to the Series 1999A Sinking Fund Installment Subaccount and the Series 1999B Sinking Fund Installment Subaccount, the amounts transferred to such Subaccounts pursuant to Section 5.08(c)(iv) for the payment as premium on the Sinking Fund Installments scheduled to be made pursuant to the provisions of Section 4.07(a) and (b) on the Series 1999A Bonds and the Series 1999B Bonds on the following October 15.

(C)The Trustee shall apply moneys in the Sinking Fund Installment Subaccounts for the redemption prior to maturity of the related Term Bonds in the amount of the Sinking Fund Installment required for such year, upon giving notice and otherwise in the manner set forth in Article IV of this Indenture.  The Trustee shall credit Term Bonds so purchased against the obligation of the Issuer to pay the next due Sinking Fund Installment on such Term Bonds.  If the Trustee shall purchase Term Bonds in excess of the Sinking Fund Installment next due on such Term Bonds, such excess of Term Bonds so purchased shall be credited against the Sinking Fund Installment requirements in inverse order of their due dates.  The Trustee shall not purchase any Term Bonds within 45 days of a scheduled mandatory sinking fund redemption date for such Term Bonds.

(v)On the tenth day of each month the Trustee shall transfer from the Revenue Fund to each Debt Service Reserve Account, on a pro rata basis (based on the respective aggregate principal amounts of each series of Bonds Outstanding secured by a Debt Service Reserve Account), the amount, if any, necessary to make the amount on deposit in each such Debt Service Reserve Account equal the Debt Service Reserve Account Requirement for each such account; provided, however, that no payments shall be required to be made into any Debt Service Reserve Account for any series of Bonds whenever and to the extent that the amount on deposit therein (including the amounts available to be drawn under any Debt Service Reserve Account Facility) shall be equal to the Debt Service Reserve Account Requirement for such series.

(vi)If no Series 1999A Bonds or Series 1999B Bonds are Outstanding and after making all other transfers provided for in Sections 5.04(i) through 5.04(v) hereof, and if Series 1999C Bonds shall be Outstanding, on the tenth day of each month the Trustee shall transfer the balance remaining in the Revenue Fund to the Series 1999C Interest Subaccount.

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(vii)On the tenth day of each month the Trustee shall transfer the balance remaining in the Revenue Fund to the Surplus Fund.

(A)The Trustee shall credit to the Surplus Account the entire amount so transferred to the Surplus Fund. On the first Business Day of each calendar year and prior to making the transfer required by Section 5.04(a), the Trustee shall transfer to the Distribution Account the entire balance in the Surplus Account.

(B)The Trustee shall transfer moneys credited to the Distribution Account to the order of the Company, free and clear of the lien of this Indenture, in the manner hereinafter set forth not more frequently than once in each calendar year, upon a written direction to the Trustee of a Company Representative, accompanied by a certificate of a Company Representative that:

(I)The Company does not have knowledge or could not reasonably be expected to have knowledge of the occurrence and continuance of an Event of Default under the Facility Lease Agreement or an event which, with the passage of time, would constitute an Event of Default under the Facility Lease Agreement, which Event of Default or event, in any case, would cause a Material Adverse Effect; provided, however, that the Illinois Public Utilities Act Amendment shall not be considered such an Event of Default or other event for purposes of this clause (I); and

(II)The Debt Service Coverage Ratio (i) for the calendar year preceding the date of such certificate is equal to at least 1.20 to 1.00, and (ii) based on projections prepared by the Company in good faith based upon assumptions consistent in all material respects with the Project Agreements and the historical operating results of the Project on a reasonable basis, the Debt Service Coverage Ratio for the current calendar year is projected to be at least 1.20 to 1.00, provided if the projected Debt Service Coverage Ratio is 1.30 to 1.00 or below, the projections require the written confirmation of the Independent Engineer (which confirmation shall not be unreasonably withheld or delayed).

(C)In the event that the Trustee has not received the certificate of the Company Representative described in clause (vii)(B) of Section 5.04(b) within ninety days after the end of the preceding calendar year, the Trustee shall transfer all amounts then on deposit in the Distribution Subaccount to the Surplus Account. The Trustee shall apply amounts so transferred to the Surplus Account in the same manner as it is required to apply amounts transferred to the Surplus Account from the Revenue Fund pursuant to Section 5.04(a).

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(D)Amounts distributed to, or to the order of, the Company under Section 5.04(b)(vii)(B) may be applied by the Company or other lawful recipient thereof toward any purpose permitted under Law, forever free and clear of the lien of this Indenture.

Section 5.05.Special Tax Allocation Account.

(a)  The Special Tax Allocation Account is a trust fund established for the purpose of carrying out the covenants, terms and conditions imposed upon the Issuer by this Indenture, the Bond Resolution, the 1999 Exchange Bond Ordinance, and the Facility Lease Agreement. The Series 1999A Bonds are the only Bonds issuable under this Indenture that are additionally secured by a pledge of the Special Tax Allocation Account, the Incremental Taxes credited thereto and all investment earnings thereon. Such pledge shall continue in full force and effect until the obligations of the Issuer with respect to the Series 1999A Bonds are discharged under this Indenture.

(b)  As required by 35 ILCS 200/20-90, and by the TIF Ordinance and the 1999 Exchange Bond Ordinance, the Collector of Taxes for the County of Cook, Illinois, is required to promptly remit all of the proceeds received from each collection of the Incremental Taxes directly to the Trustee for deposit in the Special Tax Allocation Account for application in accordance with the terms of this Indenture.  The Issuer shall remit or cause to be remitted to the Trustee for deposit into the Special Tax Allocation Account all Incremental Taxes required to be deposited therein pursuant to the TIF Act and the TIF Ordinance and the 1999 Exchange Bond Ordinance.  Whenever the Trustee receives any of the Incremental Taxes, the Trustee shall promptly deposit the same into the Special Tax Allocation Account. Not later than the tenth day of each month the moneys on deposit in the Special Tax Allocation Account shall be transferred by the Trustee from the Special Tax Allocation Account, first, to the Series 1999A Interest Subaccount, to the extent required to satisfy the requirements of clause (iii) of Section 5.04(b) of this Indenture with respect to the Series 1999A Bonds, second, to the Series 1999A Sinking Fund Installment Account to the extent required to satisfy the requirements of clause (iv) of Section 5.04(b) of this Indenture with respect to the Series 1999A Bonds, third, at the written direction of the Company, the Trustee shall apply moneys in the Special Tax Allocation Account for any one or more of the following purposes without priority: (i) to purchase or redeem Series 1999A Bonds, (ii) to pay or provide for the payment of Redevelopment Project Costs, as defined in the TIF Act, approved by the Issuer, and (iii) to provide for the payment of Series 1999A Bonds pursuant to Section 11.02.

(c)  After application of the moneys in the Special Tax Allocation Account for the purposes specified in Section 5.05(b), the Trustee shall transfer to the Incremental Tax Surplus Account any sum remaining in the Special Tax Allocation Account. The Issuer shall determine annually, within 180 days after the close of the Issuer’s fiscal year, whether any amount held in the Incremental Tax Surplus Account as of the close of such fiscal year constituted “surplus

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funds” under the TIF Act.  All “surplus funds” shall be withdrawn from the Incremental Tax Surplus Account and distributed to taxing districts as provided in the TIF Act.

Section 5.06.Series 1999C Bond Account and Series 1999D Bond Account.

(a)  The Trustee shall deposit, immediately upon receipt, the Exit Payments (but not prepayments of Exit Payments) made by FWC and apply such amounts as follows:

(i)semiannually, not later than the Business Day next preceding each April 15 and October 15, to the Series 1999C Interest Subaccount, an amount, that when added to the amount transferred to such Subaccount pursuant to Section 5.04(b)(vi), will be equal to the interest to become due on such April 15 or October 15, and

(ii)annually, not later than the Business Day next preceding (Y) each October 15 for which there is a Sinking Fund Installment to be called for mandatory redemption and (Z) the final maturity of the Series 1999C Bonds, to the Series 1999C Sinking Fund Installment Subaccount an amount, that will be equal to such Sinking Fund Installment fixed by Section 4.07(c).

(b)  On the Business Day next preceding the maturity date of the Series 1999D Bonds, the Trustee shall deposit to the Series 1999D Bond Account an amount equal to the Maturity Value (as set forth in Exhibit F) of the Series 1999D Bonds then Outstanding; provided, however, that no such deposits shall be made for the Series 1999D Bonds if and to the extent that sufficient amounts to make such payment shall have been transferred to the Series 1999D Bond Account from the Retail Rate Litigation Proceeds Fund.

(c)  The Trustee shall apply amounts on deposit in the Series 1999C Interest Subaccount to pay the interest on the Series 1999C Bonds due and payable on each Interest Payment Date and upon redemption.

(d)  The Trustee shall apply amounts on deposit in the Series 1999C Sinking Fund Installment Subaccount and the Series 1999D Bond Account to pay the principal of the Series 1999C Bonds and the principal of the Series 1999D Bonds, respectively, when due and payable, whether by sinking fund redemption or at stated maturity.

(e)  If no Series 1999C Bonds and Series 1999D Bonds shall be Outstanding, the Trustee shall withdraw any remaining moneys in the Series 1999C Bond Account, the Series 1999C Bond Redemption Account, the Series 1999D Bond Account and the Series 1999D Bond Redemption Account and pay to FWC an amount up to the amount of its Exit Funding Payments and prepayments applied to the payment and redemption of the Series 1999C Bonds and the Series 1999D Bonds.

Section 5.07.The Redemption Fund.

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(a)  There shall be deposited in the Redemption Fund (Y) any amounts which are to be provided pursuant to Article IV of this Indenture and (Z) any Exit Payments in excess of the amounts next due and payable (prepayment of Exit Payments) which are to be made pursuant to Article IV and Section 5.08(b)(i) of this Indenture, for the redemption of Bonds (other than Sinking Fund Installments), and any other amounts available therefor and determined by the Company or FWC to be deposited therein.  Subject to the provisions of this Indenture or any supplemental indenture, the Trustee shall apply all amounts so deposited to pay the Redemption Price of Bonds at the times and in the manner provided in Section 4.02 hereof in the case of redemption at the direction of the Company and Section 4.03 hereof in the case of redemption otherwise than at the direction of the Company.

(b)  There shall also be deposited in the Redemption Fund any amounts which constitute the Project Purchase Price paid to the Issuer.  The Trustee shall apply the Project Purchase Price and any investment earnings thereon to defease the Bonds in accordance with Article XI.  Any moneys remaining in the Redemption Fund representing the Project Purchase Price or investment earnings thereon after payment of all Outstanding Bonds and the discharge of the lien of this Indenture shall be paid to the Issuer.

(c)  At least forty-five (45) days prior to any day upon which Bonds are to be redeemed from amounts in the Redemption Fund, upon the written direction of a Company Representative in the case of the Series 1999A Bonds and the Series 1999B Bonds or upon the written direction of a FWC Representative in the case of the Series 1999C Bonds, the Trustee shall apply amounts in the Redemption Fund to the purchase of any such Bonds if the purchase price paid for such Bonds does not exceed the applicable Redemption Price.  Upon the purchase or redemption (otherwise than by sinking fund redemption) of Bonds for which Sinking Fund Installments have been established, there shall be credited toward the remaining Sinking Fund Installments thereafter to become due with respect to Bonds of the same series and maturity as the Bonds so purchased or redeemed in the inverse order of their due dates; provided, however, that the principal amount of Series 1999C Bonds redeemed pursuant to Section 4.10(b) shall be credited toward the remaining Sinking Fund Installment in the order of their due dates.

Section 5.08.The Retail Rate Litigation Proceeds Fund.

(a)  The Trustee shall deposit to the credit of the Retail Rate Litigation Proceeds Fund all Litigation Proceeds that are paid to the Trustee pursuant to the terms of the Retail Rate Litigation Trust Agreement.

(b)  The Trustee shall apply the amounts paid to it pursuant to Section 6(a)(A) of the Litigation Proceeds Trust Agreement, as identified in a certificate of the Litigation Proceeds Trustee, and credited to the First Litigation Proceeds Account in the Retail Rate Litigation Proceeds Fund from time to time and in the following priority:

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(i)At any time when the balance therein exceeds $100,000, to the Series 1999D Bonds Redemption Account for the redemption, pursuant to Section 4.10(a) hereof, of Series 1999D Bonds at their Accreted Amount as of the redemption date thereof;

(ii)After there are no Series 1999 D Bonds Outstanding, semi-annually for the account of the Series 1999A Bonds and the Series 1999B Bonds, pro rata, based on their relative Outstanding principal amounts, to the appropriate subaccounts in the Series 1999A Bond Account and the Series 1999B Bond Account, such amounts as will, together with the deposits to the credit of such Accounts pursuant to Section 5.04(b)(ii) and Section 5.08(c), equal the amount of interest and Sinking Fund Installments, if any, scheduled to become due on such April 15 or October 15.

(c)  The Trustee shall credit amounts paid to it pursuant to Section 6(a)(E) and (F) of the Litigation Proceeds Trust Agreement, as identified in a certificate of the Litigation Proceeds Trustee, to the Second Litigation Proceeds Account in the Retail Rate Litigation Proceeds Fund and apply such amounts from time to time and in the following priority:

(i)Monthly, on or before the tenth day of each month, the Trustee shall transfer from the Second Litigation Proceeds Account to the Series 1999A Bond Account and the Series 1999B Bond Account for deposit to the Series 1999A Interest Subaccount and the Series 1999B Interest Subaccount, respectively, the amounts that, together with the amounts deposited to such Subaccounts pursuant to Section 5.04(b)(ii), are contemplated by Section 5.04(b)(iii);

(ii)Monthly, on or before the tenth day of each month, the Trustee shall transfer from the Second Litigation Proceeds Account to the Series 1999A Bond Account and the Series 1999B Bond Account for deposit to the Series 1999A Sinking Fund Installment Subaccount and the Series 1999B Sinking Fund Installment Subaccount respectively, the amounts that, together with the amounts deposited to such Subaccounts pursuant to Section 5.04(b)(ii), are contemplated by Section 5.04(b)(iv)(A);

(iii)Annually, on or before the tenth day of October of each year, the Trustee shall transfer from the Second Litigation Proceeds Account to the Series 1999A Bond Account and the Series 1999B Bond Account for deposit to the Series 1999A Sinking Fund Installment Subaccount and the Series 1999B Sinking Fund Installment Subaccount the amounts, if any, that, together with the amounts deposited to such Subaccounts pursuant to Section 5.04(b)(ii), are contemplated by Section 5.04(b)(iv)(B)(I); and

(iv)Annually, on or before the tenth day of October of each year, the Trustee shall transfer from the Second Litigation Proceeds Account to the Series 1999A Bond Account and the Series 1999B Bond Account for deposit to the Series 1999A Sinking Fund Installment Subaccount and the Series 1999B Sinking Fund Installment

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Subaccount, the entire remaining balance in the Second Litigation Proceeds Account in accordance with the provisions of Section 5.04(b)(iv)(B)(II).

Section 5.09.The Rebate Fund.

(a)  The Trustee, upon the written direction of a Company Representative, shall transfer from the Revenue Fund, the Operations and Maintenance Fund, the Working Capital Account, the Transfer Station Operations and Maintenance Fund, the Surplus Fund, the Debt Service Reserve Fund, the Construction Fund, and the Bond Fund in the preceding order of priority, and then from any other legally available funds held under this Indenture, to the Rebate Fund, the amounts required to be transferred in order for the Company to comply with the Tax Agreement.  Upon written direction to the Trustee of a Company Representative, the Trustee shall make payments from the Rebate Fund of amounts required to be deposited therein to the United States of America in the amounts and at the times required by the Tax Agreement.  The Issuer covenants for the benefit of the Owners that it will comply with its obligations under the Tax Agreement and that it will cause the Company to comply with its obligations under the Tax Agreement.

(b)  The Issuer and the Trustee shall not be required to comply with the requirements of this Section 5.08 in the event that the Company delivers to the Trustee an Opinion of Bond Counsel that (i) non-compliance will not affect adversely the exclusion, if any, from gross income for federal income tax purposes of interest on any of the Tax-Exempt Bonds and/or (ii) compliance with some other requirement is required in order to maintain the exclusion from gross income for federal income tax purposes of interest on any of the Tax-Exempt Bonds.  The Issuer, the Company, and the Trustee shall enter into a supplemental tax agreement to reflect the deletion or substitution of any such requirement.

(c)  The Trustee shall invest all amounts held in the Rebate Fund as set forth in the Tax Agreement.  Money shall not be transferred from the Rebate Fund except as provided in the Tax Agreement and in paragraph (d) below.

(d)  If a Company Representative so directs in writing, the Trustee will transfer moneys out of the Rebate Fund into such subaccounts, accounts or funds set forth in such written directions.  The Trustee shall withdraw and remit to the Company, any funds remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any amount required to be paid pursuant to the Tax Agreement, or provision made therefor satisfactory to the Trustee.

(e)  Notwithstanding any other provision of this Indenture, the obligation to rebate the amounts required to be paid pursuant to the Tax Agreement to the United States and to comply with all other requirements of this Section.  Section 6.03 and the Tax Agreement shall survive the discharge of the lien of this Indenture or payment in full of the Bonds.

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Section 5.10.Reimbursement to Credit Bank.  Notwithstanding any provision herein to the contrary, if any amount applied to the payment of principal of and premium, if any, and interest on the Bonds that would have been paid from an Interest Subaccount, Principal Subaccount or Sinking Fund Installment Subaccount is paid instead by a Credit Facility, amounts on deposit in the related Interest Subaccounts, Principal Subaccounts or Sinking Fund Installment Subaccounts and allocable to such Bonds, shall be paid to the extent required under any Credit Facility Agreement to the Credit Bank having made said payment.

Section 5.11.Moneys to Be Held in Trust.  All moneys held by the Trustee under the provisions of this Indenture shall be deposited in one or more funds, accounts and subaccounts as required herein trust for the benefit of the Owners and the Trustee and shall be applied only in accordance with the provisions of this Indenture, and each of the funds, accounts and subaccounts established by this Indenture shall be a trust fund for the purposes thereof.

Section 5.12.Deposits.  All Revenues and other moneys held by the Trustee under this Indenture, to the extent not invested pursuant to Section 5.13, shall be deposited on the date of collection thereof in an interest bearing account which is commonly utilized by the Trustee in its corporate trust business, provided that any such deposit shall permit the moneys so held to be available for use at the time when needed.  The Trustee shall not be liable for any loss or depreciation in value resulting from any deposit made pursuant to this Indenture.  Any such deposit may be made in the commercial or trust banking department of the Trustee, which may honor checks and drafts on such deposit with the same force and effect as if it were not the Trustee.  Such moneys held by the Trustee, as such, may be deposited by the Trustee in its banking department on demand or, if and to the extent directed by the Trustee and acceptable to the Trustee, on time deposit provided that such moneys on deposit be available for use at the time when needed.  The Trustee shall allow and credit on such moneys such interest, if any, as it customarily allows upon similar funds of similar size and under similar conditions or as required by Law.  All moneys deposited with the Trustee shall be credited to the particular fund, account or subaccount to which such moneys belong and, to the extent not invested pursuant to Section 5.13, shall be secured by Governmental Obligations having a market value (exclusive of accrued interest) not less than the amount of such money.

Section 5.13.Investment of Funds.

(a)  Investment of moneys in the funds, accounts and subaccounts established hereunder shall be made by the Trustee, in accordance with the written or oral (promptly confirmed in writing) directions of a Company Representative.  All investments made with Gross Proceeds (as defined in the Tax Agreement) or amounts in the Rebate Fund shall be bought and sold at fair market value.  The fair market value of an investment is the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction.  The Trustee shall not be liable for any Permitted Investments (or the realization of earnings or any losses resulting therefrom) made pursuant to any direction made pursuant to this Section 5.13.  In the absence of such direction, the Trustee shall invest moneys as soon as is practicable in

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Permitted Investments identified in clause (iv) of the definition thereof.  The Trustee shall not permit more than an aggregate of $50,000 in all of the funds, accounts and subaccounts established hereunder to remain uninvested overnight.

(b)  Moneys in any fund, account or subaccount may only be invested in Permitted Investments as directed by a Company Representative, as specified or provided for above.

(c)  Permitted Investments made pursuant to this Indenture shall not mature later than the date on which the proceeds thereof are reasonably expected to be required to fund Project Costs according to the Construction Contract and otherwise for the purpose for which they are held; provided, however, that investments of money in the Debt Service Reserve Fund shall not be subject to any investment tenor restrictions, except that such investments shall mature no later than the final maturity of the Bonds.

(d)  Investment earnings paid in connection with the purchase of any Permitted Investment held in any fund, account or subaccount hereunder shall be transferred to the Revenue Fund (except that (i) investment earnings on Permitted Investments in the Operator Support Facility Account, the Special Tax Allocation Account, the Tax Equalization Account, the Early Completion Bonus Account and the Rebate Fund shall be retained therein, (ii) investment earnings on Permitted Investments in a Debt Service Reserve Account shall be retained therein to the extent necessary to make the amount on deposit therein equal to the Debt Service Reserve Account Requirement, and any excess shall be retained in such Debt Service Reserve Account until the Business Day after the valuation required by Section 5.14 hereof before transfer to the Revenue Fund and (iii) investment earnings on Permitted Investments in the Distribution Account shall be retained therein unless moneys in the Distribution Account are transferred back to the Surplus Account pursuant to Section 5.04(b)(viii)(C)).

Section 5.14.Valuation and Sale of Investments.  Bonds purchased as an investment of moneys in any fund, account or subaccount created under the provisions of this Indenture shall be deemed at all times to be a part of such fund, account or subaccount and any profit from the liquidation of such investment shall be credited to such fund, account or subaccount, and any loss resulting from the liquidation of such investment shall be charged to the respective fund, account or subaccount.

The Trustee shall determine the value of all investments in the Debt Service Reserve Account on the tenth day of the month next preceding each Interest Payment Date and immediately after any withdrawal from such Account (other than a transfer of investment earnings).

In computing the amount in any fund, account or subaccount created under the provisions of this Indenture for any purpose provided in this Indenture, obligations purchased as an investment of moneys therein shall be valued at the fair market value of such obligations, exclusive of accrued interest.

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ARTICLE VI

COVENANTS

Section 6.01.Payment of Bonds.  The Issuer will promptly pay the principal of and premium, if any, and interest on the Bonds on the dates and in the manner provided in the Bonds, but only from the sources available therefor under this Indenture.

Section 6.02.Further Assurances.  The Issuer will execute and deliver such supplemental indentures and such further instruments, and do such further acts, as the Trustee may reasonably require for the better assuring and confirming to the Trustee the amounts from the sources available under this Indenture for the payments of the Bonds.

Section 6.03.Tax Covenants.

(a)  The Issuer covenants, for the benefit of (i) the Owners of the Tax-Exempt Bonds and (ii) FWC solely with respect to the Series 1999C Bonds and the Series 1999D Bonds, that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion of the interest on the Tax-Exempt Bonds from federal gross income for federal tax purposes.  The Issuer will not directly or indirectly use or permit the use of any proceeds of the Tax-Exempt Bonds or any other funds of the Issuer, or take or omit to take any action that would cause the Tax-Exempt Bonds to be “arbitrage bonds” within the meaning of Section 148(a) of the Code.  To that end, the Issuer will comply with all requirements of Section 148 of the Code to the extent applicable to the Tax-Exempt Bonds.  In the event that at any time the Issuer, after receipt of an opinion of Bond Counsel, is of the opinion that for purposes of this Section it is necessary to restrict or to limit the yield on the investment of any moneys held by the Trustee under this Indenture, the Issuer (to the extent that it has control over any of such moneys) shall so instruct the Trustee in writing, and the Trustee shall take such action as may be necessary in accordance with such instructions.

(b)  Without limiting the generality of the foregoing, the Issuer agrees pursuant to Article IV of the Tax Agreement that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the Tax-Exempt Bonds from time to time.  This covenant shall survive payment in full of the Tax-Exempt Bonds or the discharge of the lien of this Indenture.  The Issuer specifically covenants to pay or cause to be paid to the United States the amounts required under the Tax Agreement at the times required thereunder.

(c)  The Issuer will comply with the yield restrictions of amounts held under this Indenture as set forth in the Tax Agreement.

(d)  Notwithstanding any provision of this Section, if the Company provides to the Trustee and the Issuer a Favorable Opinion of Bond Counsel to the effect that any action required

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under this Section is no longer required, or to the effect that some further action is required, to maintain the exclusion of interest on the Tax-Exempt Bonds from federal gross income, the Trustee and the Issuer may conclusively rely on such opinion in complying with the provisions of this Indenture, and the covenants under this Indenture shall be deemed to be modified to that extent.

(e)  The Issuer agrees to cooperate with the Company and FWC in the event that it is notified by the Trustee or FWC solely with respect to the Series 1999C Bonds and the Series 1999D Bonds that the Internal Revenue Service or any other person has alleged that the interest on the Tax-Exempt Bonds, or any of them, is subject to Federal income tax to an extent that it was not on the date that such Bonds were issued.  Such cooperation may entail, among other things, granting powers of attorney to the Company or FWC or its attorneys and agents.  The Issuer shall be under no obligation so to cooperate, to enter any appearance or in any way defend against any such allegation until it shall be indemnified to its reasonable satisfaction against any and all liability, costs and expenses it may incur by virtue of such cooperation.

Section 6.04.Performance of Covenants: The Issuer.  The Issuer covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture, in any and every Bond executed, authenticated and delivered hereunder, the Issuer Documents and in all of its proceedings pertaining thereto.  The Issuer represents that:

(a)  it is duly authorized under the Constitution and laws of the State, including particularly and without limitation the Act, the Local Government Debt Reform Act and the TIF Act, to issue the Bonds authorized hereby and to execute this Indenture, to mortgage and grant a security interest in the Mortgaged Property and to assign and pledge the Trust Estate in the manner and to the extent herein set forth:

(b)  that all action required on its part for the issuance of the 1999 Bonds and the execution and delivery of this Indenture has been duly and effectively taken; and

(c)  that the Bonds in the hands of the owners thereof are and will be valid and enforceable obligations of the Issuer according to the terms thereof and hereof, except to the extent that the enforceability of the same may be limited by Laws relating to bankruptcy, insolvency or other similar laws affecting creditors’ rights generally.

Section 6.05.Right to Payments under Facility Lease Agreement: Instruments of Further Assurance.

(a)  The Issuer covenants that it lawfully owns the Leased Land described in Exhibit A attached hereto and made a part hereof against all persons claiming under the Issuer, and that it has good and indefeasible title and estate thereto, except for Permitted Encumbrances.  The Issuer covenants that it has lawfully acquired and owns or it will cause to be lawfully acquired

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and owned all machinery, equipment and related property described in Exhibit B attached hereto and made a part hereof, and that any machinery, equipment and related property now or hereafter constituting a part of the Leased Equipment shall be kept free of all Liens, except Permitted Liens.  The Issuer covenants that it will defend its right to the Project and each part thereof, for the benefit of the Trustee against the claims and demands of all persons whomsoever claiming under the Issuer.  The Issuer covenants that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such mortgages or indentures supplemental hereto and such further acts, instruments assigned hereby and transfers as the Trustee may reasonably require for the better mortgaging, assuring, transferring, conveying, pledging, assigning and confirming unto the Trustee all and singular the rights assigned hereby and the Trust Estate pledged and assigned hereby to the payment of the principal of, premium, if any, and interest on the Bonds.  The Issuer covenants and agrees that, except as herein and in the Site Lease and the Facility Lease Agreement provided, and except for Permitted Liens, it will not sell, convey, mortgage, encumber or otherwise dispose of any portion of the Trust Estate or its rights under the Site Lease or the Facility Lease Agreement.

(b)  Promptly after any re-filing, re-registering or re-recording of this Indenture, the Site Lease or the Facility Lease Agreement or any filing, registration, recording, re-filing, re-registration or re-recording of any supplement to any of said instruments, any financing statement or instrument of similar character relating to any of said instruments or any instrument of further assurance which is required pursuant to the preceding paragraph, the Issuer will deliver or cause to be delivered to the Trustee an Opinion of Counsel to the effect that such filing, registration, recording, re-filing, re-registration or re-recording has been duly accomplished and setting forth the particulars thereof, and whatever actions, if any, are necessary on the part of the Company in order to perfect, preserve and protect the lien of the Indenture.  The Issuer will, and will cause the Company to, comply with Section 5.31 of the Facility Lease Agreement.

If an Opinion of Counsel referred to in the preceding paragraph is not timely delivered, the Trustee shall make a request therefor upon the Company, and if such opinion is not received within ten Business Days after such request, the Trustee shall immediately notify the Issuer in writing.  Upon receipt of said Opinion of Counsel, the Company shall, at its own cost and expense, be responsible for performing whatever actions, recordings, re-recordings and re-filings are indicated as being necessary in order to continue the perfection, preservation and protection of the lien of this Indenture.  Such actions shall be taken within the time periods indicated in such Opinions of Counsel.  If the Company fails to timely comply with Section 5.31 of the Facility Lease Agreement, the Trustee shall immediately notify the Issuer.

Section 6.06.Recordation and Other Instruments.  The Issuer covenants that it will cooperate with the Company and the Trustee in causing such security agreements, financing statements and all supplements thereto and other instruments as may be required from time to time to be kept, to be recorded and filed in such manner and in such places as may be required by law in order to fully preserve and protect the security of the Owners of the Bonds and the rights

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of Trustee hereunder and to perfect the absolute assignment, the lien of, and the security interest created by, this Indenture in and to the Trust Estate.

Section 6.07.Deposit of Incremental Taxes.  As long as any Series 1999A Bonds are Outstanding, the Issuer will continue to deposit the Incremental Taxes to the Special Tax Allocation Account.  The Issuer covenants and agrees with the Series 1999A Bondholders that so long as any Series 1999A Bonds remain Outstanding, the Issuer will not take any action or fail to take any action which in any way would adversely affect the ability of the Issuer to collect the Incremental Taxes.  The Issuer and its officers will comply with the TIF Ordinances and the 1999 Exchange Bond Ordinance and the TIF Act and with all present and future applicable laws in order to assure that the Incremental Taxes may be collected as provided herein and deposited into the Special Tax Allocation Account.

Section 6.08.Continuing Disclosure.  Pursuant to Section 5.36 of the Facility Lease Agreement (the “Continuing Disclosure Covenant”), the Company has undertaken certain responsibilities for compliance with continuing disclosure requirements under Securities Exchange Commission Rule 15c2-12.  The Trustee hereby covenants and agrees that it will comply with and carry out all of its obligations set forth under the Continuing Disclosure Covenant.  Notwithstanding any other provisions of this Indenture, failure of the Company or the Trustee to comply with its obligations under the Continuing Disclosure Covenant shall not be considered an Event of Default; however, the Trustee may (and, at the request of the Owners of at least 25% in aggregate principal amount of Outstanding Bonds, shall), or any Owner of the Bonds or Beneficial Owner (as hereinafter defined) of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Company or the Trustee to comply with its respective obligations under the Continuing Disclosure Covenant.  For purposes of this Section, “Beneficial Owner” means any Person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.

ARTICLE VII

DEFAULTS AND REMEDIES

Section 7.01.Events of Default.  If any of the following events occur, it is hereby declared to constitute an “Event of Default” with respect to the referenced series of Bonds:

(a)  In the case of the Series 1999A Bonds.

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(i)Default in the due and punctual payment of interest on any Series 1999A Bond, whether at the stated Interest Payment Date thereof, or upon proceedings for redemption thereof;

(ii)Default in the due and punctual payment of the principal of or premium, if any, on any Series 1999A Bond, whether at the stated maturity thereof, or upon proceedings for redemption thereof;

(iii)The Issuer shall fail to observe or perform any material covenant, condition, agreement or provision contained in the Series 1999A Bonds or in this Indenture on the part of the Issuer to be performed (except a failure that results in an Event of Default under (a)(i) or (a)(ii)), and such failure shall continue for 30 days after written notice specifying such failure and requiring the same to be remedied shall have been given to the Issuer and the Company by the Trustee, which notice may be given by the Trustee in its discretion and shall be given by the Trustee at the written request of the Owners of not less than 30% in aggregate principal amount of all Series 1999A Bonds then Outstanding;

(iv)An Event of Default (as defined in the Facility Lease Agreement) has occurred and is continuing; and

(v)An Event of Default, described in Section 7.01(b) shall have occurred and be continuing as to the Series 1999B Bonds.

(b)  In the case of the Series 1999B Bonds,

(i)Default in the due and punctual payment of interest on any Series 1999B Bond, whether at the stated Interest Payment Date thereof, or upon proceedings for redemption thereof;

(ii)Default in the due and punctual payment of the principal of or premium, if any, on any Series 1999B Bond, whether at the stated maturity thereof, or upon proceedings for redemption thereof;

(iii)The Issuer shall fail to observe or perform any material covenant, condition, agreement or provision contained in the Series 1999B Bonds or in this Indenture on the part of the Issuer to be performed (except a failure that results in an Event of Default under (b) (i) or (b)(ii)), and such failure shall continue for 30 days after written notice specifying such failure and requiring the same to be remedied shall have been given to the Issuer and the Company by the Trustee, which notice may be given by the Trustee in its discretion and shall be given by the Trustee at the written request of the Owners of not less than 30% in aggregate principal amount of all Series 1999B Bonds then Outstanding;

(iv)An Event of Default (as defined in the Facility Lease Agreement) has occurred and is continuing; and

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(v)An Event of Default, described in Section 7.01 (a) shall have occurred and be continuing as to the Series 1999A Bonds.

(c)  In the case of the Series 1999C Bonds,

(i)Default in the due and punctual payment of interest on any Series 1999C Bond, whether at the stated Interest Payment Date thereof, or upon proceedings for redemption thereof;

(ii)Default in the due and punctual payment of the principal of or premium, if any, on any Series 1999C Bond, whether at the stated maturity thereof, or upon proceedings for redemption thereof;

(iii)A FWC Default has occurred and is continuing; and

(iv)An Event of Default, described in Section 7.01(d) shall have occurred and be continuing as to the Series 1999D Bonds.

(d)  In the case of the Series 1999D Bonds,

(i)Default in the due and punctual payment of the Accreted Amount on redemption or the Maturity Value of any Series 1999D Bond at its stated maturity;

(ii)A FWC Default has occurred and is continuing; and

(iii)An Event of Default, described in Section 7.01(c) shall have occurred and be continuing as to the Series 1999C Bonds.

(e)  If an Event of Default occurs and is continuing of which the Trustee has notice or of which the Trustee has received notice from the Issuer, the Company or the Owners of not less than 30% in aggregate principal amount of the affected series of Bonds then Outstanding, the Trustee will mail notice of the Event of Default to the Owners of the affected series of Bonds, the Issuer and the Company as promptly as practicable after it occurs.  The Trustee shall not be deemed to have notice of an Event of Default under (iii) or (iv) of (a) or (b) above or under (iii) of (c) or under (ii) of (d) above unless the Trustee is notified in writing by the Issuer, the Company or the Owners of not less than 30% in aggregate principal amount of the affected series of Bonds then Outstanding.

Section 7.02.Acceleration.

(a)  If an Event of Default under Section 7.01(a) with respect to the Series 1999A Bonds or (b) with respect to the Series 1999B Bonds occurs and is continuing, the Trustee by notice to the Issuer and the Company, or the Owners of at least a majority in aggregate principal amount of the Series 1999A Bonds and the Series 1999B Bonds then Outstanding voting as a single

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series, by notice to the Issuer, the Company and the Trustee, may declare the principal of and accrued interest on such Outstanding Bonds to be due and payable immediately.  Upon any such declaration, the principal of and accrued interest on the Outstanding Series 1999A Bonds and the Outstanding Series 1999B Bonds shall be due and payable immediately.  Upon any declaration of acceleration hereunder, the Issuer and the Trustee shall immediately declare an amount equal to all Lease Payments due under Section 4.3(a) of the Facility Lease Agreement to be immediately due and payable in accordance with the Facility Lease Agreement.  Such acceleration provisions, however, are subject to the condition that if, after the principal of the Series 1999A Bonds and the Series 1999B Bonds shall have been so declared to be due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as provided herein, there shall be caused to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all such Bonds and the principal of any and all such Bonds which shall have become due otherwise than by reason of such declaration (with interest upon such principal and, to the extent permissible by Law, on overdue installments of interest, at the rate per annum specified in this Indenture) and such amount as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee, and all Events of Default hereunder other than nonpayment of the principal of such Bonds which shall have become due by said declaration shall have been remedied, such Event of Default shall be deemed waived and such declaration and its consequences rescinded or annulled, and the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Issuer and the Company and shall give notice thereof to all Owners of such Outstanding Bonds previously notified of the acceleration, but no such waiver, rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right or remedy consequent thereon.

Section 7.03.Surrender of Possession of Mortgaged Property; Rights and Duties of Trustee in Possession.  Subject to the permission of a court of competent jurisdiction and the acceleration of the Series 1999A Bonds and the Series 1999B Bonds under Section 7.02, if required by law, the Issuer, upon demand of the Trustee, shall forthwith surrender the possession of, and it shall be lawful for the Trustee, by such officer or agent as it may appoint, to take possession of, all or any part of the Mortgaged Property together with the books, papers and accounts of the Issuer pertaining thereto, and including the rights and the position of the Issuer under the Site Lease, the Laydown Site Lease and the Facility Lease Agreement, and to hold, operate and manage the same, and from time to time to make all needed repairs and improvements as shall be deemed necessary by the Trustee; and the Trustee may lease, subject to the Site Lease, the Laydown Site Lease and the Facility Lease Agreement, the Mortgaged Property or any part thereof in the name and for the account of the Issuer and collect, receive and sequester the rents, revenues, issues, earnings, income, products and profits therefrom, and out of the same and any moneys received from any receiver of any part thereof pay, and/or set up proper reserves for the payment of, all proper costs and expenses of so taking, holding and managing the same, including reasonable compensation to the Trustee, its agents and counsels and any charges of the Trustee hereunder, any taxes and assessments and other charges prior to the lien of this Indenture which the Trustee may deem it necessary to pay and all expenses of

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such repairs and improvements, and apply the remainder of the moneys so received in accordance with the provisions of Section 7.16 hereof.  Whenever all that is due upon all the Bonds shall have been paid and all defaults made good, the Trustee shall surrender possession to the Issuer, its successors or assigns; the same right of entry, however, to exist upon any subsequent Event of Default.

While in possession of such property the Trustee shall render annually to the Issuer and the Company and also to the Owners of all Bonds who shall so request in writing a summarized statement of income and expenditures in connection therewith.

Section 7.04.Receiver.  Upon, or at any time after, the acceleration of the Series 1999A Bonds and the Series 1999B Bonds pursuant to Section 7.02 or the filing of a complaint to foreclose this Indenture, a court of competent jurisdiction may, upon the application of the Trustee, appoint a receiver of the Mortgaged Property.  Such appointment may be made either before or after sale, without regard to solvency or insolvency of the Issuer at the time of application for such receiver, and without regard to the then value of the Mortgaged Property or whether the same shall be then occupied as a homestead or not; and the Trustee hereunder or any employee or agent thereof may be appointed as such receiver.  Such receiver shall have the power to collect the rents, issues and profits of the Mortgaged Property during the pendency of such foreclosure suit and, in case of a sale and deficiency, during the full statutory period of redemption, if any, whether there be a redemption or not, as well as during any further times when the Issuer, except for the intervention of such receiver, would be entitled to collection of such rents, issues and profits and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the Mortgaged Property during the whole of said period.  The court may, from time to time, authorize the receiver to apply the net income from the Mortgaged Property in his hands in payment in whole or in part of:

(a)  the Outstanding Series 1999A Bonds and the Series 1999B Bonds secured hereby or the indebtedness secured by a judgment foreclosing this Indenture, or any tax, special assessment or other lien that may be or become superior to the lien hereof or of such judgment, provided such application is made prior to the foreclosure sale; or

(b)  the deficiency in case of a sale and deficiency.

Section 7.05.Waiver.  Upon the occurrence of an Event of Default with respect to the Series 1999A Bonds or the Series 1999B Bonds, to the extent that such rights may then lawfully be waived, neither the Issuer, nor anyone claiming through or under the Issuer shall set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement of this Indenture or the foreclosure of this Indenture pursuant to Section 7.06 hereof, and the Issuer, for itself and all who may claim through or under it, hereby waives, to the extent that it lawfully may do so, the benefit of all such laws and all rights of appraisement and redemption to which it may be entitled under

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the laws of the State.  The Issuer waives any right of redemption and to the extent permitted by law; any right of reinstatement, under the Illinois Mortgage Foreclosure Law, 735 ILCS 5/15-1601 et seq.

Section 7.06.Foreclosure of Indenture.  Upon the occurrence of an Event of Default with respect to the Series 1999A Bonds under Section 7.01(a) or the Series 1999B Bonds under Section 7.01(b), the Trustee may foreclose the lien of this Indenture.  In any suit to foreclose the lien hereof, there shall be allowed and included as additional indebtedness in the decree for sale all reasonable expenditures and expenses which may be paid or incurred by or on behalf of the Trustee or the Bondholders for attorneys’ fees, mortgagee’s fees, appraiser’s fees, outlays for documentary and expert evidence, stenographers’ charges, publication costs and costs (which may be estimated as to items to be expended after entry of the decree) of procuring all such abstracts of title, title searches and examinations, title insurance policies, Torrens certificates, and similar data and assurances with respect to title as the Trustee or the Owners may deem to be reasonably necessary either to prosecute such suit or to evidence to bidders at any sale which may be had pursuant to such decree the true condition of the title to or the value of the premises.  All expenditures and expenses of the nature in this paragraph mentioned shall become so much additional indebtedness secured hereby and immediately due and payable, with interest thereon at a rate equal to the then current prime rate of the Trustee plus one per cent (1%) per annum when paid or incurred by the Trustee or the Owners in connection with (a) any proceedings including probate and bankruptcy proceedings, to which either of them shall be a party, either as plaintiff, claimant or defendant, by reason of this trust, deed or any indebtedness hereby secured; or (b) preparations for the commencement of any suit for the foreclosure hereof after accrual of such right to foreclose whether or not actually commenced; or (c) preparations for the defense of any threatened suit or proceeding which might affect the premises or the security hereof, whether or not actually commenced.

Section 7.07.Default in Payment of Series 1999C Bonds or the Series 1999D Bonds; Remedies.

(a)  If an Event of Default with respect to the Series 1999C Bonds or the Series 1999D Bonds occurs and is continuing, the Trustee by notice to the Issuer and FWC, or the Owners of at least a majority in aggregate principal amount of the Series 1999C Bonds and the Series 1999D Bonds then Outstanding voting as a single series, by notice to the Issuer, FWC and the Trustee, may declare the principal of and accrued interest on such Outstanding Bonds to be due and payable immediately.  Upon any such declaration, the principal of and accrued interest on the Outstanding Series 1999C Bonds and the Outstanding Series 1999D Bonds shall be due and payable immediately.  Upon any declaration of acceleration hereunder, if an FWC Default has occurred and is then continuing, the Trustee shall immediately declare an amount equal to all Exit Payments due under the Exit Funding Agreement to be immediately due and payable in accordance with the Exit Funding Agreement.  Such acceleration provisions, however, are subject to the condition that if, after the principal of the Series 1999C Bonds and the Series 1999D Bonds shall have been so declared to be due and payable, and before any judgment or

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decree for the payment of the moneys due shall have been obtained or entered as provided herein, there shall be caused to be deposited with the Trustee a sum sufficient to pay all matured installments of interest upon all such Bonds and the principal of any and all such Bonds which shall have become due otherwise than by reason of such declaration (with interest upon such principal and, to the extent permissible by Law, on overdue installments of interest, at the rate per annum specified in this Indenture) and such amount as shall be sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee, such Event of Default shall be deemed waived and such declaration and its consequences rescinded or annulled, and the Trustee shall promptly give written notice of such waiver, rescission or annulment to the Issuer and FWC and shall give notice thereof to all Owners of such Outstanding Bonds previously notified of the acceleration, but no such waiver, rescission or annulment shall extend to or affect any subsequent Event of Default under Section 7.01(c) or Section 7.01(d) or impair any right or remedy consequent thereon.  The Trustee shall not be deemed to have notice of a FWC Default under the Exit Funding Agreement unless notified in writing by the Issuer, the Company or an Owner of the Series 1999C Bonds or the Series 1999D Bonds.

(b)  Upon the acceleration of the Series 1999C Bonds and the Series 1999D Bonds, the Trustee shall immediately apply amounts on deposit in the Series 1999C Bond Account and the Series 1999C Redemption Account and the Series 1999D Bond Account and the Series 1999D Redemption Account to pay the principal of and interest on the Series 1999C Bonds and the Accreted Amount of the Series 1999D Bonds, respectively, and, to the extent of any deficiency in such amounts, shall immediately make demand for payment from FWC, and if such payment is not immediately made, pursue any available remedy by proceeding at law or in equity to enforce the performance of the Exit Funding Agreement against FWC.

(c)  The Owners of a majority in aggregate principal amount of the Outstanding Series 1999C Bonds and the Series 1999D Bonds may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee (which remedies are limited to the enforcement of the Exit Funding Agreement against FWC in order to pay principal of and interest on the Series 1999C Bonds and the Accreted Amount of the Series 1999D Bonds and the application of funds in the Series 1999C Bond Account and the Series 1999C Redemption Account and the Series 1999D Bond Account and the Series 1999D Redemption Account in order to pay the principal of and interest on the Series 1999C Bonds and the Accreted Amount of the Series 1999D Bonds, respectively) or of exercising any trust or power conferred on it in connection therewith.  The Trustee may refuse to follow any direction that conflicts with Law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Owners of Series 1999C Bonds and the Series 1999D Bonds, or would involve the Trustee in personal liability.  An Owner of a Series 1999C Bond or Series 1999D Bond may not pursue any remedy with respect to this Indenture, the Series 1999C Bonds, the Series 1999D Bonds or the Exit Funding Agreement unless (i) an Owner gives the Trustee notice stating that a default with respect to the Series 1999C Bonds and the Series 1999D Bonds is continuing, (ii) the Owner(s) of at least a majority in principal amount of the Outstanding Series 1999C Bonds and the Series 1999D

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Bonds make a written request to the Trustee to pursue the remedy, (iii) the Owner(s) offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense, and (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity.

Section 7.08.Illinois Uniform Commercial Code.  This Indenture constitutes a security agreement under the Uniform Commercial Code of Illinois with respect to any part of the Mortgaged Property which may or might now or hereafter be or be deemed to be personal property, fixtures or property other than real estate (all for the purposes of this Section 7.08 called “Secured Property”); all of the terms, provisions, conditions and agreements contained in this Indenture pertain and apply to the Secured Property as fully and to the same extent as to any other property comprising the Mortgaged Property; and the following provisions of this Section 7.08 shall not limit the generality or applicability of any other provision of this Indenture but shall be in addition thereto:

(a)  The Issuer (being the Debtor as that term is used in the Uniform Commercial Code) is and will be the true and lawful owner of the Secured Property, subject to no liens, charges or encumbrances other than Permitted Encumbrances.

(b)  The Secured Property is to be used by the Issuer solely for business purposes, being installed upon the Mortgaged Property for the Issuer’s own use or as the equipment and furnishings furnished by the Issuer, as landlord, to tenants of the Mortgaged Property.

(c)  The Secured Property will be kept at the Facility Site comprised within the Mortgaged Property, and will not be removed therefrom without the consent of the Trustee (being the Secured Party as that term is used in the Uniform Commercial Code) which consent shall not be unreasonably withheld, and the Secured Property may be affixed to such real estate but will not be affixed to any other real estate.

(d)  A financing statement covering any of the Secured Property or any proceeds thereof is on file in the office of the Secretary of State of Illinois: and the Issuer will at the expense of the Company, upon demand, furnish to the Trustee such further information, execute and deliver to the Trustee such financing statements and other documents in form satisfactory to the Trustee, and do all such acts and things as the Trustee may at any time or from time to time reasonably request or as may be necessary or appropriate to establish and maintain a perfected security interest in the Secured Property as security for the indebtedness secured hereby, subject to no liens, charges or encumbrances other than Permitted Encumbrances.  The Company will pay the cost of filing or recording such financing statements or other documents and this instrument in all public offices wherever filing or recording is deemed by the Trustee to be necessary or desirable.

(e)  Upon any Event of Default hereunder with respect to the Series 1999A Bonds and the Series 1999B Bonds and the continuance thereof, the Trustee at its option may, and if the Bonds have been accelerated, the Trustee shall promptly, declare the indebtedness secured hereby

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immediately due and payable, all as more fully set forth in Section 7.02 hereof, and thereupon the Trustee shall have the remedies of a secured party under the Uniform Commercial Code, including, without limitation, the right to take immediate and exclusive possession of the Secured Property, or any part thereof, and for that purpose may, so far as the Issuer can give authority therefor, with or without judicial process, enter without breach of the peace upon any place that the Secured Property or any part thereof may be situated and remove the same therefrom (provided that if Secured Property is affixed to real estate, such removal shall be subject to the conditions stated in the Uniform Commercial Code); and the Trustee shall be entitled to hold, maintain, preserve, and prepare the Secured Property for sale, until disposed of, or may propose to retain the Secured Property.  The Trustee, without removal, may render the Secured Property unusable and dispose of the Secured Property on the Mortgaged Property.  The Trustee may require the Issuer to assemble the Secured Property and make it available to the Trustee for its possession at a place to be designated by the Trustee.  The Trustee will give the Issuer and the Company reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is made.  The requirements of reasonable notice shall be met if such notice is mailed, by first class mail, postage prepaid, to the addresses of the Issuer and the Company shown in this Indenture or in the Trustee’s records at least ten days before the time of the sale or disposition.  The Trustee may buy at any public sale, and if the Secured Property is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, the Trustee may buy at private sale.  Any such sale may be held as part of and in conjunction with any foreclosure sale of the real estate comprised within the Mortgaged Property, the Secured Property and real estate to be sold as one lot if the Trustee so elects.  The net proceeds realized upon any such disposition, after deduction for the expenses or retaking, holding, preparing for sale, selling or the like and reasonable attorney’s fees and legal expenses incurred by the Trustee, shall be applied against the indebtedness secured hereby.  The Trustee will dispose of any surplus realized upon such disposition in accordance with the provisions of Section 7.16 hereof.

(f)  The remedies of this Indenture hereunder are cumulative and the exercise of any one or more of the remedies provided for herein or under the Uniform Commercial Code shall not be construed as a waiver of any of the other remedies of the Trustee, including having the Secured Property deemed part of the realty upon any foreclosure thereof so long as any part of the indebtedness secured hereby remains unsatisfied.

(g)  The terms and provisions contained in this Section 7.08 shall, unless the context otherwise requires, have the meanings and be construed as provided in the Uniform Commercial Code.

(h)  This Indenture is intended to be a financing statement within the purview of Section 9-402(6) of the Uniform Commercial Code with respect to the Secured Property and the goods described at the beginning of this Indenture, which goods are or are to become fixtures relating to the Mortgaged Property.  The address of the Issuer (Debtor) and the Trustee (Secured Party) are

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set forth in Section 13.14 hereof.  This Indenture is to be filed for record with the Recorder of Deeds of Cook County, Illinois.

Section 7.09.Other Remedies.  If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the principal of, premium, if any, or interest, if any, on the Bonds or to enforce the performance of any provision of the Bonds, this Indenture, the Facility Lease Agreement or the Exit Funding Agreement.

The Trustee may maintain a proceeding even if it does not possess any of the Bonds or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Owner of Bonds in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative.

Section 7.10.Waiver of Past Defaults.  The Owners of a majority in aggregate principal amount of the Outstanding Bonds with respect to which an Event of Default has occurred and is continuing by notice to the Trustee may waive an existing Event of Default as to such Bonds and its consequences.  When an Event of Default is waived, it is cured and stops continuing, but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent to it.

Section 7.11.Control by Majority.

(a)  Subject to the provisions of Sections 7.02 and 7.07 hereof, the Owners of a majority in aggregate principal amount of the Outstanding Bonds as to which an Event of Default has occurred and is continuing may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on it.  The Trustee may refuse to follow any direction that conflicts with Law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other Owners of Bonds as to which such Event of Default exists, or would involve the Trustee in personal liability.

(b)  Notwithstanding the provisions of Section 7.11(a) or the existence and continuation of an Event of Default under Section 7.01 with respect to the Series 1999A Bonds or the Series 1999B Bonds, the Owners thereof shall be required to forebear from exercising any of their rights and remedies under this Indenture or under the Series 1999A Bonds or the Series 1999B Bonds until the earlier of:  (i) the date of issue of Refunding Bonds pursuant to Section 2.07(d) hereof and (ii) the date that is two years after the Restructuring Agreement Date.

Section 7.12.Limitation on Suits.  An Owner of a Bond may not pursue any remedy with respect to this Indenture, the Bonds or the Facility Lease Agreement unless (a) the Owner gives the Trustee notice stating that an Event of Default is continuing, (b) the Owners of at least a majority in principal amount of the Outstanding Bonds make a written request to the Trustee to

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pursue the remedy, (c) such Owner or Owners offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense, and (d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity.

An Owner may not use this Indenture to prejudice the rights of another Owner of a Bond or to obtain a preference or priority over any other Owner, except as expressly provided in this Indenture.

Section 7.13.Rights of Owners to Receive Payment.  Notwithstanding any other provision of this Indenture, the right of any Owner of a Bond to receive payment of principal of, premium, if any, and interest on a Bond, on or after the due dates expressed in the Bond, or to bring suit for the enforcement of any such payment on or after such dates, shall not be impaired or affected without the consent of the Owner.

Section 7.14.Collection Suit by Trustee.  If an Event of Default under paragraph (a)(i) or (ii) or (b)(i) or (ii), (c)(i) or (ii) or (d)(i) of Section 7.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust for the whole amount remaining unpaid.

Section 7.15.Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Owners of the Bonds allowed in any judicial proceedings relative to the Company or the Issuer, their respective creditors or their respective properties and, unless prohibited by law or applicable regulations, may vote on behalf of the Owners of the Bonds in any election of a trustee in bankruptcy or other person performing similar functions

Section 7.16.Priorities.

(a)  Except as otherwise provided in Section 7.07, if the Trustee collects any money pledged to the payment of the Series 1999A Bonds or the Series 1999B Bonds pursuant to this Article, it shall pay out the money in the following order:  first, to the Trustee for amounts to which it is entitled under Section 8.03 hereof and Sections 9.3 and 9.4 of the Facility Lease Agreement; second, to the payment of amounts, if any, payable pursuant to the Tax Agreement; third, to Owners of the Series 1999A Bonds and the Series 1999B Bonds for amounts due and unpaid on such Bonds for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on such Bonds for interest; fourth, to Owners of such Bonds for amounts due and unpaid on the Bonds for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on such Bonds for principal and premium; and fifth, to the Company.

The Trustee may fix a payment date for any payment to the Owners of the Bonds.

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Notwithstanding anything to the contrary contained herein, except with respect to amounts payable to the Trustee under clause first of the first paragraph of this Section 7.16, (i) amounts on deposit in a Debt Service Reserve Account will only be applied to pay the principal of and interest on the Bonds entitled to the benefits and security thereof, (ii) amounts on deposit in the Special Tax Allocation Account and the Incremental Tax Surplus Account may only be used as provided in Section 5.05 hereof, (iii) amounts in the Tax Equalization Account may only be used to pay the principal of and interest on the Series 1999B Bonds and any Additional Bonds.

(b)  Except as otherwise provided in Section 7.07, if the Trustee collects any money pursuant to this Article pledged to the Series 1999C Bonds or the Series 1999D Bonds, it shall pay out the money in the following order: first, to the Trustee for amounts to which it is entitled under Section 8.03 hereof; second, to the payment of amounts, if any, payable pursuant to the Tax Agreement; third, to Owners of the Series 1999C Bonds and the Series 1999D Bonds for amounts due and unpaid on such Bonds for interest (include accreted interest on the Series 1999D Bonds and any other Capital Appreciation Bonds), ratably, without preference or priority of any kind, according to the amounts due and payable on such Bonds for interest: fourth, to Owners of such Bonds for amounts due and unpaid on the Bonds for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on such Bonds for principal and premium: and fifth, to FWC.

(c)  The Trustee may fix a payment date for any payment to the Owners of the Bonds.

(d)  Notwithstanding anything to the contrary contained herein, except with respect to amounts payable to the Trustee under clause first of the first paragraph of this Section 7.16(a) or (b), (i) amounts on deposit in a Debt Service Reserve Account will only be applied to pay the principal of and interest on the Bonds entitled to the benefits and security thereof, (ii) amounts on deposit in the Special Tax Allocation Account and the Incremental Tax Surplus Account may only be used as provided in Section 5.05 hereof, and (iii) amounts in the Tax Equalization Account may only be used to pay the principal of and interest on the Series 1999B Bonds and any Additional Bonds.

Section 7.17.        Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by an Owner of Bonds pursuant to Section 7.13 or a suit by Owners of at least a majority in aggregate principal amount of either the Series 1999A Bonds and the Series 1999B Bonds Outstanding or the Series 1999C Bonds and the Series 1999D Bonds Outstanding.

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Section 7.18.        Rights of Credit Bank or Bond Insurer.  Notwithstanding anything contained in this Indenture to the contrary, but subject to the provisions of any applicable supplemental indenture, any Credit Bank or any Bond Insurer shall be treated as the Owner of Bonds upon which such Credit Bank or Bond Insurer is obligated pursuant to a Credit Facility or Bond Insurance Policy, as applicable, for the purposes of calculating whether or not the Owners of the requisite percentage of Bonds then Outstanding have consented to any request, consent, directive, waiver or other action permitted to be taken by the Owners of the Bonds pursuant to this Article; provided, however, that such Credit Bank or Bond Insurer shall cease to be so regarded as Owner of such Bonds in the event such Credit Bank or Bond Insurer is in default of its obligations under the applicable Credit Facility or Bond Insurance Policy.

Notwithstanding anything contained in this Indenture to the contrary, but subject to the provisions of any applicable supplemental indenture, until the Issuer has reimbursed a Credit Bank for amounts paid under a Credit Facility to pay the interest on or the principal of any Bonds on any interest or principal payment date or to the extent any Bond Insurer has exercised its rights as subrogee for the particular Bonds of which it has insured payment, (a) such Bonds shall be deemed to be Outstanding and such Credit Bank or Bond Insurer shall succeed to the rights and interests of the Owners to the extent of the amounts paid under the Credit Facility or as specified in respect of the applicable Bond Insurance Policy until such amount has been reimbursed and (b) upon presentation to the Trustee, such Bonds shall be registered in the name of the Credit Bank or its nominee or such Bond Insurer or its nominee, as appropriate.

Section 7.19.        Pledges of Partnership Interests.  Whenever the Trustee determines to exercise or realize upon any Pledge of Partnership Interest upon the occurrence and during the continuance of an Event of Default, the Trustee shall simultaneously exercise or realize upon its rights with respect to each Pledge of Partnership Interest.  The Trustee shall apply each distribution made to it as pledgee of a Pledge of Partnership Interest to satisfy the obligations of the Company under the Facility Lease Agreement, to the extent required to satisfy such obligations, on a pro rata basis based upon the Primary Distribution Percentages (as defined in the Partnership Agreement) at the time of such distributions.  The Trustee shall pay any proceeds from a sale, disposition or other action taken to realize upon a Pledges Interest (as defined in the respective Pledges of Partnership Interests), in excess of the amounts required to satisfy the obligations of the Company under the Facility Lease Agreement, to each partner of the Company on a pro rata basis based upon the Primary Distribution Percentages at the time of such payments.

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ARTICLE VIII

THE TRUSTEE

Section 8.01.        Employment and Duties of the Trustee.  The Issuer hereby appoints and employs the Trustee to perform the obligations contained herein; all in the manner provided herein and subject to the conditions and terms hereof.

Section 8.02.        Removal and Resignation of the Trustee.  The Trustee may resign by notifying the Issuer and the Company in writing.  The Owners of a majority in aggregate principal amount of the Outstanding Bonds, or the Company, so long as the Company is not in default under the Facility Lease Agreement, may remove the Trustee by notifying the Trustee in writing and may appoint a successor Trustee with the prior written consent of the Issuer to such appointment.  In the event that the Owners of a majority in aggregate principal amount of the Outstanding Bonds direct the removal of the Trustee, and there has not occurred and there shall not be continuing an Event of Default under the Facility Lease Agreement, the written consent of the Company is required prior to the appointment of a successor Trustee, which consent shall not be unreasonably withheld.  Upon any such removal or resignation, the Issuer, at the written direction of a Company Representative, so long as there has not occurred and there shall not be continuing an Event of Default under the Facility Lease Agreement, shall promptly appoint a successor Trustee by an instrument in writing by notice to the Trustee and the Owners of the Bonds, which successor Trustee shall promptly give notice of such appointment to all Owners of Bonds; in the event the Issuer does not appoint a successor Trustee within 30 days following the giving of any such notice of removal or the receipt of any such notice of resignation, the removed or resigning Trustee may petition any appropriate court having jurisdiction to appoint a successor Trustee.  The Owners of a majority in aggregate principal amount of the Outstanding Bonds may, within one year of the appointment of a successor Trustee by the Company or the Issuer, remove such successor Trustee and appoint a new successor Trustee by notifying the Issuer, the Trustee and the Company.  Any successor Trustee shall be a bank, national banking association or trust company, having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000 and subject to supervision or examination by state or national authorities and authorized to do business in the State.  If such bank, national banking association or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 8.02 the combined capital and surplus of such bank, national banking association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

Any removal or resignation of a Trustee and appointment of a successor Trustee shall become effective only upon the acceptance of the appointment by the successor Trustee in accordance with the preceding paragraph and the transfer by the retiring Trustee to the successor Trustee of all property held by it hereunder as Trustee.

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The same bank, national banking association or trust company that is Trustee under this Indenture shall also be the trustee under the Retail Rate Litigation Trust Agreement.  To that end, whenever the trustee under the Retail Rate Litigation Trust Agreement shall resign or be removed, the Trustee under this Indenture shall immediately resign, such resignation to be effective only upon the acceptance of the appointment by the successor Trustee in accordance with the first paragraph of this Section 8.02 and the transfer by the retiring Trustee to the successor Trustee of all property held by it hereunder as Trustee.

Section 8.03.        Compensation and Indemnification of the Trustee.

(a)  The Trustee shall be entitled to reasonable compensation for its services and reimbursement for all its advances and expenditures hereunder, including but not limited to advances to and fees and expenses of accountants, agents, appraisers, consultants, counsels or other experts employed by it in the observance and performance of its rights and obligations hereunder.  Following the occurrence and continuance of an Event of Default, the Trustee shall have a lien prior in right to the Owners of the Bonds for such compensation or reimbursement against the Trust Estate generally and any money held by it in any of the funds established hereunder, other than the Series 1999C Bond Account, the Series 1999D Bond Account and the Retail Rate Litigation Proceeds Fund.  The Trustee may also take whatever legal actions are available to it directly against the Company to recover such compensation or reimbursement.  The Trustee’s compensation in the absence of an Event of Default has been established by a letter agreement between the Company and the Trustee.

(b)  Notwithstanding any provision of the Indenture to the contrary, the Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all liability.  The Trustee may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as such Trustee, without indemnity, and in such case the Trustee may reimburse itself from the Revenues pursuant to Section 5.04(b) for all costs and expenses, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith.  If such Revenues shall be insufficient for the purpose, the Trustee may reimburse itself from any moneys in its possession under the provisions of this Indenture, excepting only those set aside in the Bond Fund, the Redemption Fund, and the Tax Equalization Fund for the benefit of the Owners of the Bonds, and shall be entitled to a preference therefor over any of the Bonds outstanding hereunder.

Section 8.04.        Protection of the Trustee.  The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any affidavit, bond, certificate, consent, notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the proper party or pursuant to any of the provisions hereof, and the Trustee shall

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be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements.  The Trustee may consult with counsel, who may be counsel to the Issuer, with regard to legal questions arising hereunder, and the opinion of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered by it hereunder in good faith in accordance therewith.

Whenever in the observance or performance of its rights and obligations hereunder the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of an Issuer Representative or a certificate of a Company Representative, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owner of an Bond may be entitled to take with like effect as if it were not a party hereto.  The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Issuer or the Company and may act as agent, depositary or trustee for any committee or body of Owners of Bonds or of Owners of obligations of the Issuer or the Company as freely as if it were not the Trustee hereunder.

The Trustee may act through agents or co-trustees (which co-trustees, if any, shall be approved by the Issuer and the Company) and shall not be responsible for the misconduct or negligence of any agent or co-trustee appointed with due care.

The Trustee shall not be liable for any action it takes or omits to take in good faith without negligence which it believes to be authorized or within its rights or powers.

The Trustee makes no representation as to the validity or adequacy of this Indenture, or the Bonds, shall not be accountable for the Issuer’s covenants and representations contained in this Indenture, and shall not be responsible for any statement in the Bonds other than its certificate of authentication.

Section 8.05.        Duties of Trustee.

(a)  If an Event of Default under Section 7.01 of this Indenture has occurred and is continuing, the Trustee shall exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)  Except during the continuance of an Event of Default.

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(i)The Trustee need perform only those duties that are specifically set forth in the Indenture and no others, and

(ii)In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, the Trustee shall examine these certificates and opinions to determine whether they conform on their face to the requirements of the Indenture.

(c)  No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d)  The Trustee shall not, except as otherwise required by the Project Documents or as required by Law, disclose any information it receives from the Issuer, the Independent Engineer or any Project Participant pursuant to the Project Documents.

(e)  The Trustee shall send notices, information and reports to the Owners (or Beneficial Owners) as required by the provisions of this Indenture and the Facility Lease Agreement.  If the Trustee receives notice from the Company pursuant to Section 5.19 of the Facility Lease Agreement of the proposed termination of the Power Purchase Agreement or the O&M Agreement, the Trustee shall send notice to the Owners within 10 days of receipt of notice from the Company.  The Trustee shall promptly send notice to the Company, and FWC if such notice relates to the Series 1999C Bonds or the Series 1999D Bonds, if it has received written notice from a Bondholder or Beneficial Owner of a preliminary determination of taxability or a Determination of Taxability.  In the event the Trustee withdraws moneys from a Debt Service Reserve Account or draws under a Debt Service Reserve Account Facility for the purpose of making payments for the series of Bonds relating thereto the Trustee shall give notice to the Owners of all Bonds within 10 days of such action.  Each response by the Trustee to a request by an Owner or Beneficial Owner for information or reports from the Trustee shall include a statement to the effect by requesting to receive a copy of any information or report, or to inspect any of the principal contracts relating to the operation and maintenance of the Project, or by making any other request for additional information relating to the Bonds, each Owner or Beneficial Owner, as the case may be, agrees to keep confidential the various documents (including such principal contracts) and all written information that from time to time has been or will be disclosed to it concerning the Company or the Partners thereof or any of their respective affiliates, including, without limitation, any financial statements of the Company or the Partners thereof or any of their respective Affiliates disclosed pursuant to the Indenture or the Facility Lease Agreement, and agrees not to disclose any portion of the same to any person or to use the same for any purpose other than in connection with making an investment decision with respect to its Bonds or in connection with a transfer of the Bonds.

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(f)  The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense, but the Trustee shall not require indemnity as a condition to (i) declaring the principal of and interest on the Bonds to be due and payable immediately under Sections 7.02 or 7.07, (ii) drawing on a Bond Insurance Policy, Credit Facility or Debt Service Reserve Account Facility, (iii) making payment on the Bonds or (iv) providing any information to Bondholders or Beneficial Owners.

(g)  The Trustee shall not be liable for interest on any cash held by it except as provided by Section 5.12 of this Indenture and as the Trustee may otherwise agree with the Issuer and the Company.

(h)  Every provision of this Indenture that in any way relates to the Trustee is subject to all the foregoing paragraphs of this Section.

Section 8.06.        Notice of Defaults.  If an event occurs that, with the giving of notice or lapse of time, or both, would be an Event of Default, and if the event is continuing and if it is known to the Trustee, the Trustee shall mail to each Owner of a Bond, the Issuer, the Company (if the Event of Default exists with respect to the Series 1999A Bonds or the Series 1999B Bonds) and FWC (if the Event of Default exists with respect to the Series 1999C Bonds or the Series 1999D Bonds) notice of the event within 15 days after it occurs.

Section 8.07.        Transfer of Rights and Property to Successor Trustee.  Any successor Trustee appointed under this Indenture shall execute, acknowledge and deliver to its predecessor Trustee, and also to the Issuer and the Company, an instrument accepting such appointment, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all moneys, estates, properties, rights, powers, duties and obligations of such predecessor Trustee; but the predecessor Trustee shall nevertheless, on the written request of the Issuer or of the successor Trustee, execute, acknowledge and deliver such instruments of conveyance and further assurances and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all its right, title and interest in and to any property held by it under this Indenture, and shall pay over, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth.  Should any deed, conveyance or instrument from the Issuer be required by such successor Trustee for more fully and certainly vesting in and confirming to such successor Trustee any such moneys, estates, properties, rights, powers and duties, such deed, conveyance or instrument shall be executed, acknowledged and delivered by the Issuer.

Section 8.08.        Merger or Consolidation.  Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which all or substantially all of the corporate trust business of the Trustee may be sold or transferred, shall be the successor to such Trustee and be bound to the obligations and duties of such Trustee hereunder without the execution or filing of any paper or the performance of any further act,

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unless such successor delivers written notice of its resignation pursuant to the provisions of this Article; provided, however, that such company shall be a bank or trust company organized under the laws of any state of the United States or a national banking association and shall be authorized by Law and the laws of the State to perform all the duties imposed upon it by this Indenture.

Section 8.09.        Adoption of Authentication.  In case any of the Bonds contemplated to be issued under this Indenture shall have been authenticated but not delivered, any successor Trustee may adopt the certificate of authentication of any predecessor Trustee so authenticating such Bonds and deliver such Bonds so authenticated; and in case any of the said Bonds shall not have been authenticated, any successor Trustee may authenticate such Bonds in the name of the predecessor Trustee or in its own name.

Section 8.10.        Retention of Information.  So long as any of the Bonds shall be Outstanding, the Trustee shall retain all certificates, financial statements and other written information furnished to it by or on behalf of the Issuer, the Company or any other Person under this Indenture, the Facility Lease Agreement or any other agreement or instrument pertaining to the Bonds and shall make such documentation available for review after reasonable notice during regular business hours at the principal corporate trust office of the Trustee to any Bondholder or any Beneficial Owner and to reviewers to take copies of all or any part of such documentation, subject to their payment of such reasonable copying and handling charges as the Trustee may impose.

Section 8.11.        Co-Trustee.  It is the intent of this Indenture that there will be no violation of any law of any jurisdiction (including, particularly, the law of the State of Illinois) denying or restricting the right of banking corporations or associations to transact business as Trustee in such jurisdiction.  It is recognized that in case of litigation or foreclosure under this Indenture, and, in particular, in case of the enforcement of any remedy upon an Event of Default, or in case the Trustee deems that, by reason of any present or future law of any jurisdiction, it may not exercise any of the powers, rights or remedies granted to the Trustee, or take any other action which may be desirable or necessary in connection therewith, each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in the Co-Trustee, but only to the extent necessary to enable the Co-Trustee to exercise such powers, rights or remedies.

Should any conveyance or instrument in writing from the Issuer be required by the Co-Trustee for more fully and certainly vesting in and confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer.  If the Co-Trustee, or a successor, becomes incapable of acting, resigns or is removed, all the estates, properties rights, powers, trusts, duties and obligations of such Co-Trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new Co-Trustee or

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successor to such Co-Trustee in the manner in which a successor Trustee is appointed under the Order.

ARTICLE IX

AMENDMENT OF OR SUPPLEMENT TO THE INDENTURE

Section 9.01.        Amendment or Supplement by Consent of Owners; Without Consent of Owners.

(a)  Subject to the provisions of Section 9.05, this Indenture, the Bonds and the rights and obligations of the Issuer, the Trustee, the Company and the Owners of Bonds hereunder may be amended or supplemented at any time by an amendment hereof or supplement hereto which shall become binding when the Trustee shall have received the written consents of (i) (A) the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, other than in connection with a mandatory exchange pursuant to the provisions of Section 2.07(d) hereof, or (B) in case less than all of the several series of Bonds then Outstanding are affected by the amendment or supplement, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding of each series so affected, exclusive of Bonds disqualified as provided in Section 9.02 hereof, and (ii) the Company if the Series 1999A Bonds or the Series 1999B Bonds are affected and FWC if the Series 1999C Bonds or the Series 1999D Bonds are affected, and upon delivery to the Trustee of a Favorable Opinion of Bond Counsel; provided, however, that if such amendment or supplement will, by its terms, not take effect so long as any Bonds of any specified series remain Outstanding, the consent of such Owners shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section.  Other than in connection with a mandatory exchange pursuant to the provisions of Section 2.07(d) hereof, no such amendment or supplement shall (1) reduce the rate of interest on any Bond or extend the time of payment thereof or reduce the amount of principal or Redemption Price on any Bond or extend the principal payment date thereof without the prior written consent of the Owner of the Bond so affected, or (2) reduce the percentage of Owners of Bonds whose consent is required for the execution of any amendment hereof or supplement hereto, or (3) modify any of the rights or obligations of the Trustee without its prior written consent thereto, or (4) effect a privilege or priority of any Bond or Bonds over any other Bond or Bonds, except as otherwise provided herein, or (5) impair the exclusion of interest on the Tax-Exempt Bonds from gross income for federal income tax purposes, or (6) create a Lien ranking prior to the lien of this Indenture on the Trust Estate, or (7) deprive any Owner of an Bond of the lien created by this Indenture on the portion of the Trust Estate pledged for the repayment of such Bonds.  Notwithstanding the foregoing, this Indenture, the Bonds and the rights and obligations of the Issuer, the Trustee (subject to the prior written consent of the Trustee), the Company and the Owners of Bonds hereunder may be amended or supplemented for any reason at any time by an amendment of or supplement hereto when the Trustee shall have received (x) the written consents of the Owners of 100% in aggregate principal amount of the

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Bonds then Outstanding of each series so affected by the amendment or supplement, (y) the written consent of the Company and (z) a Favorable Opinion of Bond Counsel.

(b)  This Indenture, the Bonds and the rights and obligations of the Issuer, the Trustee, the Company and the Owners of Bonds hereunder may also be amended or supplemented at any time by an amendment hereof or supplement hereto which shall become binding upon execution without the written consent of any Owners of Bonds, but with the written consent of the Company, only after receipt of a Favorable Opinion of Bond Counsel and only for any one or more of the following purposes:

(i)to add to the conditions, covenants and terms contained herein required to be observed or performed by the Issuer, other conditions, covenants and terms thereafter to be observed or performed by the Issuer, or to surrender any right reserved herein to or conferred herein on the Issuer, and which in either case shall not adversely affect the interests of any Owner of Bonds;

(ii)to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Issuer may deem desirable or necessary, and which shall not adversely affect the interests of any Owner of Bonds;

(iii)to make any other change that does not adversely affect the interests of any Owner of Bonds;

(iv)to authorize the issuance of Additional Bonds and prescribe the terms, forms and details thereof not inconsistent with this Indenture;

(v)to provide for the appointment of a successor securities depository in the event any series of Bonds is held in book-entry only form;

(vi)to provide for the appointment of a successor Trustee or a co-trustee;

(vii)in connection with the delivery of a Credit Facility, Bond Insurance Policy or Debt Service Reserve Account Facility; provided that any such changes do not adversely affect the interests of any Owner of Bonds;

(viii)to make changes required by Moody’s or Standard & Poor’s or any other nationally recognized rating agency as a condition to the issuance or maintenance of a rating on Bonds of any series by any such Rating Agency, provided that any such change does not adversely affect the interests of any Owner of Bonds; or

(ix)to maintain the exclusion from gross income under the provisions of the Code of the interest on any series of Outstanding Tax-Exempt Bonds, or (B) to enable the Issuer to comply with applicable provisions of the Code from time to time so as to enable

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the Issuer to comply with any conditions precedent or subsequent to the issuance of any series of Tax-Exempt Bonds.

The Trustee shall mail written notice to the Bondholders of any amendment or supplement to this Indenture or the Bonds pursuant to this Section 9.01(b) within 30 days of the effectiveness of any such amendment or supplement.

Section 9.02.        Disqualified Bonds.  Bonds held for the account of the Issuer or the Company or any Affiliate of either the Issuer or the Company shall not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Bonds provided herein, and shall not be entitled to consent to or take any other action provided herein (provided, however, that only Bonds that the Trustee knows to be so held shall be disregarded), and the Trustee may adopt appropriate regulations to require each Owner of an Bond, before such Owner’s consent provided for herein shall be deemed effective, to reveal if the Bonds as to which such consent is given are disqualified as provided in this Section 9.02.

Section 9.03.        Endorsement or Replacement of Bonds after Amendment or Supplement.  After the effective date of any action taken as hereinabove provided, the Trustee may determine that the Bonds may bear a notation by endorsement in form approved by the Trustee as to such action, and in that case upon demand of the Owner of any Outstanding Bond and presentation of such Owner’s Bond for such action such notation shall be made on such Bond.  If the Trustee shall so determine, new Bonds so modified as in the opinion of the Trustee shall be necessary to conform to such action shall be prepared, and in that case upon demand of the Owner of any Outstanding Bonds, such new Bonds, shall be exchanged without cost to each Owner for Bonds then Outstanding of the same series and bearing the same interest rate and maturity date at the office of the Trustee upon surrender of such Outstanding Bonds.  All Bonds surrendered to the Trustee pursuant to the provisions of this Section 9.03 shall be canceled by the Trustee and shall not be redelivered.

Section 9.04.        Signing by Trustee of Amendments and Supplements.  The Trustee will sign any amendment or supplement to this Indenture or the Bonds authorized by this Article if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may, but need not, sign it.  In signing an amendment or supplement, the Trustee will be entitled to receive and (subject to Section 8.05) will be fully protected in relying on an Opinion of Counsel stating that such amendment or supplement is authorized by this Indenture.

Section 9.05.        Consent of Issuer, Company and FWC Required.  No amendment or supplement to this Indenture may be made without the prior written consent of the Issuer.  The Trustee shall not execute and deliver any amendment or supplement to this Indenture without, in the case of an amendment or supplement that affects the Series 1999A Bonds or the Series 1999B Bonds, having received the prior written consent of the Company.  The Trustee shall not

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execute and deliver any amendment or supplement to this Indenture without having received the prior written consent of FWC if the amendment would amend any of the following:

(i)the definition of “Determination of Taxability” in Section 1.01;

(ii)the definition of “Litigation Event” in Section 1.01;

(iii)the definition of “Litigation Proceeds” in Section 1.01;

(iv)Section 4.08 to the extent it relates to the Series 1999C Bonds and Series 1999D Bonds;

(v)Section 4.09;

(vi)Section 4.10;

(vii)Section 4.11 to the extent it relates to the Series 1999C Bonds and Series 199D Bonds or to any amounts payable thereunder to FWC;

(viii)Section 4.12 to the extent it relates to the Series 1999C Bonds and Series 1999D Bonds;

(ix)Section 5.03(b)(i) and 5.03(b)(ii) thereof to the extent it relates to transfers of moneys from the Insurance and Condemnation Proceeds Account to the Redemption Fund;

(x)Section 5.04(b)(vi);

(xi)Section 5.06;

(xii)Section 5.07(a);

(xiii)Section 5.07(c) to the extent it relates to the direction of an FWC Representative;

(xiv)Sections 5.08(a), 5.08(b), and 5.08(c);

(xv)Section 6.03;

(xvi)Section 7.16(b);

(xvii)the last paragraph of Section 8.02;

(xviii)the third sentence of Section 8.05(e);

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(xix)Section 8.06 to the extent it relates to giving notice to FWC;

(xx)clause(ii) of Section 9.01(a); and

(xxi)Section 9.05.

ARTICLE X

AMENDMENT OF OR SUPPLEMENT TO THE FACILITY LEASE AGREEMENT

Section 10.01.      Amendment or Supplement by Consent of Owners; Without Consent of Owners.

(a)  Subject to the provisions of Section 10.02, the Facility Lease Agreement and the rights and obligations of the Issuer, the Company and the Owners of Bonds thereunder may be amended or supplemented in accordance with the terms hereof and of the Facility Lease Agreement at any time,  (i) in connection with the issuance of Refunding Bonds pursuant to Section 2.07(d) and (ii) otherwise, by an amendment thereof or supplement thereto which shall become binding when the Trustee has consented to the supplement or amendment, if required by Section 10.02, and the Trustee shall have received the written consents of (I) the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, or (II) in case less than all of the several series of Bonds then Outstanding are affected by the amendment or supplement, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding of each series so affected, exclusive of Bonds disqualified as provided in Section 9.02 hereof, and upon delivery to the Trustee of a Favorable Opinion of Bond Counsel; provided, however, that if such amendment or supplement will, by its terms, not take effect so long as any Bonds of any specified series remain Outstanding, the consent of such Owners shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section.  No such amendment or supplement may result in anything described in the clauses numbered (1) through (7) of Section 9.01(a), except in connection with a mandatory exchange pursuant to Section 2.07(d) hereof.  Notwithstanding the foregoing, the Facility Lease Agreement and the rights and obligations of the Issuer, the Company and the Owners of Bonds may be amended or supplemented in accordance with the terms of the Facility Lease Agreement for any reason at any time by an amendment thereof or supplement thereto when the Trustee shall have received (Y) the written consents of the Owners of 100% in aggregate principal amount of each series of the Bonds then Outstanding and so affected by the amendment or supplement and (Z) a Favorable Opinion of Bond Counsel.

(b)  The Issuer may enter into and the Trustee may consent to, if required by Section 10.02, amendments or supplements to the Facility Lease Agreement; provided, such amendments thereof or supplements thereto shall become binding upon execution without the written consent

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of any Owners of Bonds only after receipt of a Favorable Opinion of Bond Counsel and only for any one or more of the following purposes:

(i)to add to the conditions, covenants and terms contained therein required to be observed or performed by the Issuer or the Company, other conditions, covenants and terms thereafter to be observed or performed by the Issuer or the Company, or to surrender any right reserved therein to or conferred therein on the Issuer or the Company, and which in either case shall not adversely affect the interests of any Owner of Bonds;

(ii)to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained therein or in regard to questions arising thereunder which the Issuer or the Company may deem desirable or necessary, and which shall not adversely affect the interests of any Owner of Bonds;

(iii)to make any other change that does not adversely affect the interests of any Owner of Bonds;

(iv)in connection with the issuance of Additional Bonds;

(v)in connection with the delivery of a Credit Facility, Bond Insurance Policy or Debt Service Reserve Account Facility; provided that any such changes do not adversely affect the interests of any Owner of Bonds;

(vi)to make changes required by Standard & Poor’s or Moody’s or any other nationally recognized securities rating agency as a condition to the issuance or maintenance of a rating on Bonds of any series by any such Rating Agency; provided that any such changes do not adversely affect the interests of any Owner of Bonds; or

(vii)(A) to maintain the exclusion from gross income under the provisions of the Code of the interest on any series of Outstanding Tax-Exempt Bonds, or (B) to enable the Issuer to comply with applicable provisions of the Code from time to time so as to enable the Issuer to comply with any conditions precedent or subsequent to the issuance of any series of Tax-Exempt Bonds.

The Trustee shall mail written notice to the Bondholders of any amendment or supplement to the Facility Lease Agreement pursuant to this Section 10.01(b) within 30 days of the effectiveness of any such amendment or supplement.

Section 10.02.      Consents by Issuer and Trustee to Amendments or Supplements.  No amendment or supplement to the Facility Lease Agreement may be made without the prior written consent of the Issuer.  The consent of the Trustee to any amendment or supplement to the Facility Lease Agreement authorized by this Article shall not be required unless the amendment or supplement adversely affects the rights, duties, liabilities or immunities of the Trustee.  In signing an amendment or supplement, the Trustee shall be entitled to receive and (subject to

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Section 8.05) shall be fully protected in relying on an Opinion of Counsel stating that such amendment or supplement is authorized by this Indenture.

ARTICLE XI

DEFEASANCE

Section 11.01.      Defeasance.  If and when the Bonds secured hereby shall become due and payable in accordance with their terms or through redemption proceedings as provided in this Indenture, or otherwise, and the whole amount of the principal or Redemption Price, if applicable, and the interest so due and payable upon all of the Bonds shall be paid, or provision shall have been made for the payment of the same, together with all fees and expenses of the Trustee, then and in that case, this Indenture and the lien created hereby shall be discharged and satisfied and the Issuer shall be released from the covenants, agreements and obligations of the Issuer contained in this Indenture, and the Trustee shall assign and transfer to or upon the order of the Company (after payment to the Issuer of any amount owed to the Issuer under the Facility Lease Agreement and the Site Lease) all moneys and funds held by the Trustee under this Indenture (in excess of the amounts required for the foregoing) then held by the Trustee free and clear of any encumbrances and shall execute such documents as may be reasonably required by the Company in this regard; provided, however, there shall not be so transferred to the Company any moneys or funds representing the Project Purchase Price which moneys and funds (in excess of the amounts applied to defease the Bonds) shall be paid to the Issuer.

Subject to the provisions of the above paragraph, when any of the Bonds shall have been paid and if, at the time of such payment, the Issuer shall have kept, performed and observed all the covenants and promises in such Bonds and in this Indenture required or contemplated to be kept, performed and observed by the Issuer or on its part on or prior to that time then this Indenture shall be considered to have been discharged in respect of such Bonds and such Bonds shall cease to be entitled to the lien of this Indenture and such lien and all covenants, agreements and other obligations of the Issuer hereunder shall cease, terminate, become void and be completely discharged as to such Bonds.

Notwithstanding the satisfaction and discharge of this Indenture or the discharge of this Indenture in respect of any Bonds, those provisions of this Indenture relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds, compliance by the Issuer of the covenants contained in Section 6.04, the right of the Trustee to compensation and indemnification under Section 8.03 and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Issuer, the Trustee and the Owners of the Bonds and the Trustee shall continue to be obligated to hold in trust any moneys or investments then held by the Trustee for the payment of

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the principal of, Redemption Price and interest on the Bonds, to pay to the Owners of Bonds the funds so held by the Trustee as and when such payment becomes due.

Section 11.02.      Bonds Deemed to Have Been Paid.  Any Outstanding Bond or Bonds shall, prior to the maturity, acceleration or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in Section 11.01 if (a) in case said Bonds are to be redeemed on any date prior to their maturity, the Company shall have given to the Trustee in form satisfactory to the Trustee irrevocable instructions to mail, in accordance with the provisions of this Indenture, notice of redemption of such Bonds on said redemption date, (b) there shall have been deposited with the Trustee either moneys, in an amount which shall be sufficient, or non-callable Governmental Bonds, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which, together with the moneys, if any, deposited with or held by the Trustee at the same time in any fund, account or subaccount under the Indenture and available therefor (other than the Rebate Fund), shall be sufficient (as verified by a report of an independent certified public accountant), to pay when due the principal or Redemption Price (if applicable) of, and interest due and to become due on, said Bonds on and prior to the redemption date or maturity date thereof, as the case may be, and (c) in the event any of said Bonds are not to be redeemed within the next succeeding 60 days, the Company shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to mail, as soon as practicable in the same manner as a notice of redemption is mailed pursuant to this Indenture, a notice to the Owners of such Bonds and to the Securities Depositories that the deposit required by (b) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section 11.02 and stating such maturity or redemption dates upon which moneys are to be available for the payment of the principal or Redemption Price (if applicable) of said Bonds.  Neither the securities nor moneys deposited with the Trustee pursuant to this Section 11.02 nor principal or interest payments on any such Governmental Bonds shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal or Redemption Price (if applicable) of, and interest on said Bonds; provided that any cash received from such principal or interest payments on such Governmental Bonds deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable, and at the direction of the Company, be reinvested in Governmental Bonds maturing at times and in amounts, together with the other moneys and payments with respect to Governmental Bonds then held by the Trustee pursuant to this Section, sufficient to pay when due the principal or Redemption Price (if applicable) of, and interest to become due on said Bonds on and prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall, upon receipt by the Trustee of a written direction of a Company Representative, be paid over to the Company, as received by the Trustee, free and clear of any trust, lien or pledge.

Notwithstanding the foregoing, no deposit under clause (b) of the first paragraph of this Section shall be made until the Company has furnished the Trustee a Favorable Opinion of Bond

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Counsel stating that the deposit of such cash or Governmental Bonds will not cause the Tax-Exempt Bonds to become “arbitrage bonds” under Section 148 of the Code.

Any release under this Section 11.02 shall be without prejudice to the right of the Trustee to be paid reasonable compensation for all services rendered by it under this Indenture and all its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees, incurred on and about the administration of trusts by this Indenture created and the performance of its powers and duties under this Indenture, including the right of the Trustee to compensation and indemnification under Section 8.03; provided, however, that the Trustee shall have no right, title or interest in, or lien on, any moneys or securities deposited pursuant to this Article XI.

Section 11.03.      Moneys Held for Particular Bonds.  Except as otherwise provided in Section 11.02, the amounts held by the Trustee for the payment of the interest, principal, Purchase Price or Redemption Price due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owners of the Bonds entitled thereto.

Section 11.04.      Moneys Held in Special Tax Allocation Account and the Incremental Tax Surplus Account.  After the Series 1999A Bonds have been paid within the meaning and with the effect expressed in Section 11.01, the Trustee shall pay to the Issuer, free from the lien of the Indenture, all moneys held by it in the Special Tax Allocation Account and the Incremental Tax Surplus Account.

Section 11.05.      Unclaimed Money.  Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest, principal or redemption premiums, if any, of any Bonds which remain unclaimed for six years after the date when the payments on such Bonds have become payable, if such money was held by the Trustee on such date, or for six years after the date of deposit of such money if deposited with the Trustee after the date when the interest and principal on such Bonds have become payable, shall upon written notice from the Company be repaid by the Trustee to the Company as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Company for the payment of the interest, principal or redemption premiums, if any, on such Bonds; provided that before being required to make any such payment to the Company, the Trustee shall, at the expense of the Company, give notice by mail to the Owners of such Bonds that such money remains unclaimed and that after a date named in such notice, which date shall not be less than 60 days after the date of giving such notice, the Trustee shall promptly pay the balance of such money then unclaimed to the Company.

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ARTICLE XII

SUBORDINATION AND RELEASES

Section 12.01.      Subordination.  The mortgage against the Issuer’s fee interest in the real property described in clauses (b), (c), (e)(i) and (e)(ii) of the Granting Clauses granted by the Indenture and the rights and privileges hereunder of the Trustee and the Owners of the Bonds with respect to such fee interest, are specifically made subject and subordinate to the rights and privileges of the Company set forth in the Site Lease, Laydown Site Lease and the Facility Lease Agreement.  The Trustee agrees that it shall execute and deliver any instrument necessary or appropriate at any time to confirm or evidence such subordination to enable the Company to enjoy such rights and privileges.

Section 12.02.      Release of Leased Land.  Upon receipt of an Officer’s Certificate and an Opinion of Counsel, the Trustee shall execute any amendment to this Indenture to release such portions of the leased land upon compliance with the provisions of the Site Lease, Laydown Site Lease and the Facility Lease Agreement.

Section 12.03.      Granting or Release of Easements.  Reference is made to the provisions of the Site Lease, including without limitation Section 4.05 thereof, whereby the Issuer or the Company may grant or release easements, licenses, rights-of-way and other rights and privileges and take other action upon compliance with the terms and conditions of the Site Lease.  Upon receipt of an Officer’s Certificate and an Opinion of Counsel, the Trustee shall execute or confirm the grants or releases of easements, licenses, rights-of-way and other rights and privileges permitted by Section 4.05 thereof upon compliance with the provisions of the Site Lease and the Facility Lease Agreement.

Section 12.04.      Release of Leased Equipment.  Reference is made to the provisions of the Facility Lease Agreement, including without limitation, Section 5.17 thereof, whereby the Company may withdraw certain items of Leased Equipment upon compliance with the terms and conditions of the Facility Lease Agreement.  Upon receipt of an Officer’s Certificate and an Opinion of Counsel, the Trustee shall, at the request of the Issuer or the Company, confirm that any such item of equipment is no longer subject to the lien of this Indenture upon compliance with the terms and conditions of the Facility Lease Agreement.

ARTICLE XIII

MISCELLANEOUS

Section 13.01.      Execution of Instruments by Owners of Bonds and Proof of Ownership of Bonds.

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(a)  Any request, direction, consent or other instrument in writing required or permitted by this Indenture to be signed or executed by Owners of Bonds may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Owners or their attorneys or legal representatives.  Proof of the execution of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee with regard to any action taken by it under such instrument if made in the following manner:

(i)The fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a witness to such execution.  Where such execution is by a person other than an individual such verification or affidavit shall also constitute sufficient proof of the authority of the signer.

(ii)The ownership of Bonds shall be proved by the registration books kept under the provisions of Section 3.05 hereof.

Nothing contained in this Section shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters herein stated which may be sufficient.  Any request or consent of the Owner of any Bond shall bind every future holder of the same Bond or any Bond issued in place thereof in respect of anything done by the Trustee in pursuance of such request or consent.

(b)  If the Issuer shall solicit from the Owners any request , direction, consent or other instrument in writing required or permitted by this Indenture to be signed or executed by Owners of Bonds, the Issuer may, at its option, fix in advance a record date for the determination of Owners entitled to give such request, direction, consent or other instrument, but the Issuer shall have no obligation to do so.  If such a record date is fixed, such request, direction, consent or other instrument may be given before or after such record date, but only the Owners of record at the close of business on such record date shall be deemed to be Owners for the purposes of determining whether Owners of the requisite proportion of Bonds have authorized or agreed or consented to such request, direction, consent or other instrument, and for that purpose the Bonds shall be computed as of such record date; provided that no such consent by the Owners on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than one year after the record date.

Section 13.02.      Parties Interested Herein.  Nothing contained herein, expressed or implied, is intended to give to any person other than the Issuer, the Company, the Trustee and the Owners of Bonds any claim, remedy or right under or pursuant hereto, and any agreement, condition, covenant or term contained herein required to be observed or performed by or on behalf of the Issuer shall be for the sole and exclusive benefit of the Company and the Trustee and the Owners of Bonds.

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Section 13.03.      Successor Deemed Included in All References to Predecessor.  Whenever the Company, the Issuer, the Trustee or any officer thereof is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Company, the Issuer or the Trustee or such officer, and all agreements, conditions, covenants and terms contained herein required to be observed or performed by or on behalf of the Issuer, the Company or the Trustee or any officer thereof shall bind and inure to the benefit of the respective successors thereof whether so expressed or not.

Section 13.04.      Execution of Documents by Owners.  Any declaration, request or other instrument which is permitted or required herein to be executed by Owners of Bonds may be in one or more instruments of similar tenor and may be executed by Owners of Bonds in person or by their attorneys appointed in writing.  The fact and date of the execution by any Owner of Bonds or such Owner’s attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state or territory in which such notary public or other officer purports to act that the person signing such declaration, request or other instrument or writing acknowledged to such notary public or other officer the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer, or by such other proof as the Trustee may accept which it may deem sufficient.

Any declaration, request or other instrument in writing of the Owner of any Bond shall bind all future Owners of such Bond with respect to anything done or suffered to be done by the Issuer or the Trustee in good faith and in accordance therewith.

Section 13.05.      Waiver of Personal Liability.  No officer or employee of the Issuer shall be individually or personally liable for the payment of the interest or principal or redemption premiums, if any, on the Bonds, but nothing contained herein shall relieve any officer or employee of the Issuer from the performance of any official duty provided by any applicable provision of Law or hereby.

Section 13.06.      Notice by Mail.  Any notice required to be given hereunder by mail to the Owners of Bonds shall be given by mailing a copy of such notice, first class postage prepaid, to the Owners of such Bonds at their addresses appearing in the records required to be kept by the Trustee pursuant to the provisions hereof.

Section 13.07.      Funds.  Any fund, account or subaccount required to be established and maintained herein by the Trustee may be established and maintained in the account records of the Trustee either as an account, subaccount or a fund, and may, for the purpose of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to all such funds shall at all times be maintained in accordance with sound industry practice and with due regard for the protection of the security of the Bonds and the rights of the Owners of Bonds.

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Section 13.08.      Article and Section Headings, Gender and References.  The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof, and words of any gender shall be deemed and construed to include all genders.  All references herein to “Articles,” “Sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular articles, section, subdivision or clause thereof.

Section 13.09.      Partial Invalidity.  If any one or more of the conditions, covenants or terms contained herein or required herein to be observed or performed by or on the part of the Issuer, the Company or the Trustee shall be contrary to law, then such condition or conditions, such covenant or covenants, or such term or terms shall be null and void and shall be deemed separable from the remaining conditions, covenants and terms hereof and shall in no way affect the validity hereof or of the Bonds, and the Owners of Bonds shall retain all the benefit, protection and security afforded to them hereunder and under all provisions of applicable law.  The parties hereto declare that they would have executed and delivered this Indenture and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the issuance and delivery of the Bonds pursuant hereto irrespective of the fact that any one or more of the articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 13.10.      Cancellation and Destruction of Bonds.  All Bonds paid or redeemed either at or before maturity, and all mutilated Bonds surrendered pursuant to Section 3.07, shall be delivered to the Trustee when such payment or redemption is made or upon surrender, as the case may be, and such Bonds, together with all Bonds purchased by the Trustee, shall thereupon be promptly canceled.  Bonds so canceled may at any time be destroyed by the Trustee, who shall execute a certificate of destruction in duplicate by the signature of one of its authorized officers describing the Bonds so destroyed, and one executed certificate shall be delivered to the Issuer and the other retained by the Trustee.

Section 13.11.      Performance of Independent Engineer.  References herein to the performance of action by the Independent Engineer, when modified by the phrase “which shall not be unreasonably withheld or delayed” or similar language shall require the Independent Engineer to render its written decision with respect to the test, plan, report, certificate, consent or budget, determination or other matter within 10 Business Days after receipt of written notice from the Company.  In the event the Independent Engineer fails to act after 10 Business Days (or such longer period as the Independent Engineer may reasonably request (which additional period shall in no event exceed 30 days)), the Company may immediately invoke the Third Party Engineer dispute resolution procedures set forth in Section 9.8 of the Facility Lease Agreement.

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Section 13.12.      Evidence of Beneficial Owners.  While the 1999 Bonds are held in the Book-Entry System described in Section 2.09, for purposes of the special mandatory redemptions described in Sections 4.08, 4.09a) and 4.10, a Beneficial Owner of any of the 1999 Bonds may establish such beneficial ownership to the Trustee or to the Company by the means specified in Section 2.09, in form satisfactory to the Trustee or to the Company, as the case may be.

Section 13.13.      Governing Law.  This Indenture shall be construed and governed in accordance with the laws of the State.  The Trustee hereby irrevocably consents to the jurisdiction of the courts of the State and of any Federal Court located in Cook County, Illinois in connection with any action, suit or other proceeding arising out of or relating to this Indenture or the Bonds or any of them or any action taken or omitted hereunder or thereunder, and waives any claim of forum non conviens and any objections as to laying of venue.

Section 13.14.      Notices.  All written notices to be given hereunder shall be given by first class mail, postage prepaid to the party or parties entitled thereto at the address set forth below, or at such other address as may be provided to the other parties hereinafter listed in writing from time to time, namely:

If to the Issuer:

Village of Robbins
3327 West 137^th Street
Robbins, Illinois 60472
Attention: President

With a copy to Village counsel:

Odelson & Sterk
3318 W. 9th Street
Evergreen Park, IL 60805
Attention: Mark H. Sterk, Esq.

If to the Trustee:

SunTrust Bank, Central Florida, National Association
225 East Robinson Street, Suite 250
Orlando, Florida 32801
Attention: Deborah Moreyra

First Vice President

Corporate Trust Department

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If to the Company:

Robbins Resource Recovery Partners L.P.
c/o Foster Wheeler Robbins, Inc.
Perryville Corporate Park
Clinton, New Jersey 08809-4000
Attention: President

If to the Title Insurer:

Chicago Title Insurance Company

171 North Clark Street
Chicago, Illinois 60601
Attention: Assistant Regional Counsel
Telephone No.: (312) 223-2839
Fax No.: (312) 223-5888

Commonwealth Land Title Insurance Company

30 North LaSalle Street, Suite 3900
Chicago, Illinois 60603
Attention: Regional Counsel
Telephone No.: (312) 641-5860
Fax No.: (312) 641-5877

A copy of any notice given pursuant to the Facility Lease Agreement or this Indenture shall be furnished to the Issuer as provided above.

Section 13.15.      Payment Due on Holidays.  If a payment date is not a Business Day then payment may be made on the next Business Day and no interest shall accrue for the intervening period.

Section 13.16.      Next Succeeding Business Day.  Unless otherwise noted in this Indenture, in the event that the day on which any act or function is to be performed or done is not a Business Day, such act or function will be performed or done on the next succeeding Business Day.

Section 13.17.      Recording of Indenture.  This Indenture and every modification and assignment hereof shall be recorded in the Office of the Recorder of Deeds for Cook County, Illinois, or in such other office as may be at the time provided by law as the proper place for such recording.

Section 13.18.      Reaffirmation, Restatement and Waivers.  This Indenture constitutes an amendment and restatement of the Amended 1994 Indenture and shall be effective and shall

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supersede the Amended 1994 Indenture on and as of the Initial Exchange Date.  The indebtedness evidenced by the Amended 1994 Indenture is continuing indebtedness, and nothing herein shall be deemed to constitute a payment, settlement or novation of the indebtedness evidenced by the Amended 1994 Indenture except to the extent provided herein, or to release or otherwise adversely affect any lien, mortgage or security interest securing such indebtedness or any rights of the Trustee or any other party against any guarantor, surety or other party primarily or secondarily liable for such indebtedness.

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IN WITNESS WHEREOF, the Issuer has caused this Indenture to be signed in its name and on its behalf by the President, and its seal to be hereunto affixed and attested by its Village Clerk, thereunto duly authorized, and to evidence its acceptance of the trusts hereby created, the Trustee has caused this Indenture to be signed in its name and on its behalf by one of its duly authorized officers, and its official seal to be hereunto affixed.

VILLAGE OF ROBBINS, COOK COUNTY,
ILLINOIS

By

(SEAL)

ATTEST:

SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, as Trustee
By
	Name:
	Title:

ATTEST:

Name:

Title:

SECOND AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND INDENTURE OF TRUST

IN WITNESS WHEREOF, the Issuer has caused this Indenture to be signed in its name and on its behalf by the President, and its seal to be hereunto affixed and attested by its Village Clerk, thereunto duly authorized, and to evidence its acceptance of the trusts hereby created, the Trustee has caused this Indenture to be signed in its name and on its behalf by one of its duly authorized officers, and its official seal to be hereunto affixed.

VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS
By	/s/ [ILLEGIBLE]
	President

(SEAL)

ATTEST:

  /s/ [ILLEGIBLE]

Village Clerk

SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, as Trustee
By	/s/ Deborah Moreyra
	Name:	Deborah Moreyra
	Title:	First Vice President

ATTEST:
/s/ Jonathan W. Fox
Name:	Jonathan W. Fox
Title:	Senior Vice President

STATE OF ILLINOIS	)
	)	SS.:
COUNTY OF COOK	)

Personally appeared before me, the undersigned authority in and for the jurisdiction aforesaid, the within named Irene H. Brodie and Palma L. James who acknowledged to me that they are President and Village Clerk, respectively, of the Village of Robbins, Cook County, Illinois (the Issuer”), and that for and on behalf of the Issuer and as its act and deed, they signed, sealed and delivered the above and foregoing instrument on the 20th day of October, 1999, they having been first duly authorized so to do by the Issuer.

WITNESS MY HAND AND OFFICIAL SEAL, this 20th day of October, 1999

		/s/ Georgina Y. Kaminsky
		Notary Public
	“OFFICIAL SEAL”
(SEAL)	GEORGINA Y. KAMINSKY
	Notary Public, State of Illinois
	My Commission Expires 09/04/00

STATE OF Florida	)
	)	SS.:
COUNTY OF Orange	)

Personally appeared before me, the undersigned authority in and for the jurisdiction aforesaid, the within named Deborah Moreyra and Jonathan Fox, who acknowledged to me that they are each a [Authorized Officer] of SunTrust Bank, Central Florida, National Association and that for and on behalf of said corporation and as its act and deed, they signed, sealed and delivered the foregoing instrument on the 20th day of Oct., 1999, they having been first duly authorized so to do by said corporation.

WITNESS MY HAND AND OFFICIAL SEAL, this the 20^th day of Oct., 1999.

	Sherri L Gulick	/s/ Sherri L Gulick
[LOGO]	MY COMMISSION # CC835544 EXPIRES	Notary Public
	May 11, 2003
	[ILLEGIBLE]
		(SEAL)

EXHIBIT A

FACILITY SITE

DESCRIPTION OF FACILITY SITE

LEGAL DESCRIPTION

A PARCEL OF LAND IN THE EAST ½ OF THE SOUTH EAST ¼ OF SECTION 35, TOWNSHIP 37 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN COMPRISING ALL OR PARTS OF LOTS 26 TO 45, BOTH INCLUSIVE, LOTS 88 TO 107, BOTH INCLUSIVE, LOTS 148 TO 167 BOTH INCLUSIVE, LOTS 209 TO 228, BOTH INCLUSIVE, LOTS 269 TO 287, BOTH INCLUSIVE, LOTS 331 TO 348, BOTH INCLUSIVE, LOTS 389 TO 407, BOTH INCLUSIVE, LOTS 450 TO 468, BOTH INCLUSIVE, THE NORTH AND SOUTH PUBLIC ALLEYS ADJOINING AFORESAID LOTS, PART OF TURNER AVENUE, PART OF SPAULDING AVENUE, PART OF SAWYER AVENUE AND PART OF 134TH STREET ALL IN JAS. JAY SMITH AND COMPANY’S 2ND ADDITION TO CLAIRMONT, BEING A SUBDIVISION OF LOT 3 OF ENGELLAND’S SUBDIVISION OF THE EAST ½ OF THE SOUTH EAST ¼ OF SECTION 35 AFORESAID, ACCORDING TO THE PLAT THEREOF RECORDED MAY 3, 1893 AS DOCUMENT NO. 1860792 AND PARTICULARLY BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTH WEST CORNER OF LOT 450, BEING A POINT ON THE EAST LINE OF HOMAN AVENUE; THENCE EAST ALONG THE NORTH LINE, AND SAID NORTH LINE EXTENDED EAST, OF SAID LOT 450 TO THE NORTH WEST CORNER OF LOT 407; THENCE EAST ALONG THE NORTH LINE, AND SAID NORTH LINE EXTENDED EAST, OF SAID LOT 407 TO THE NORTH WEST CORNER OF LOT 331; THENCE EAST ALONG THE NORTH LINE, AND SAID NORTH LINE EXTENDED EAST, OF SAID LOT 331 TO THE NORTH WEST CORNER OF LOT 287; THENCE EAST ALONG THE NORTH LINE, AND SAID NORTH LINE EXTENDED EAST, OF SAID LOT 287 TO THE NORTH WEST CORNER OF LOT 209; THENCE EAST ALONG THE NORTH LINE, AND SAID NORTH LINE EXTENDED EAST, OF SAID LOT 209 TO THE NORTH WEST CORNER OF LOT 167; THENCE EAST ALONG THE NORTH LINE, AND SAID NORTH LINE EXTENDED EAST, OF SAID LOT 167 TO THE NORTH WEST CORNER OF LOT 88; THENCE EAST ALONG THE NORTH LINE, AND SAID NORTH LINE EXTENDED EAST, OF SAID LOT 88 TO THE NORTH WEST CORNER OF LOT 45; THENCE EAST ALONG THE NORTH LINE OF SAID LOT 45 TO A LINE DRAWN PARALLEL WITH AND 65 FEET WESTERLY OF THE EAST LINE OF THE SOUTH EAST ¼ OF SECTION 35 AFORESAID; THENCE SOUTH ALONG THE LAST DESCRIBED PARALLEL LINE TO THE SOUTH LINE OF LOT 41; THENCE EAST ALONG THE SOUTH LINE OF LOT 41, 20 FEET TO A LINE DRAWN PARALLEL WITH AND 45 FEET WESTERLY OF THE EAST LINE OF THE SOUTH EAST ¼ OF SECTION 35 AFORESAID; THENCE SOUTH ALONG THE LAST DESCRIBED PARALLEL LINE TO THE SOUTH LINE OF LOT 29; THENCE SOUTHERLY TO THE POINT OF INTERSECTION OF THE NORTH LINE OF LOT 28 AND A LINE DRAWN PARALLEL WITH AND 40 FEET WESTERLY OF THE EAST LINE OF THE SOUTH EAST ¼ OF SECTION 35 AFORESAID;

THENCE SOUTH ALONG THE LAST DESCRIBED PARALLEL LINE, BEING THE WEST LINE OF KEDZIE AVENUE, AS WIDENED, TO THE SOUTH LINE OF LOT 26; THENCE WEST ALONG THE SOUTH LINE, AND SAID SOUTH LINE EXTENDED WEST, OF SAID LOT 26 TO THE SOUTH EAST CORNER OF LOT 107; THENCE WEST ALONG THE SOUTH LINE, AND SAID SOUTH LINE EXTENDED WEST, OF SAID LOT 107 TO THE SOUTH EAST CORNER OF LOT 148; THENCE WEST ALONG THE SOUTH LINE, AND SAID SOUTH LINE EXTENDED WEST, OF SAID LOT 148 TO THE SOUTH EAST CORNER OF LOT 228; THENCE WEST ALONG THE SOUTH LINE, AND SAID SOUTH LINE EXTENDED WEST, OF LOT 228 TO THE SOUTH EAST CORNER OF LOT 269; THENCE WEST ALONG THE SOUTH LINE, AND SAID SOUTH LINE EXTENDED WEST, OF SAID LOT 269 TO THE SOUTH EAST CORNER OF LOT 348; THENCE WEST ALONG THE SOUTH LINE, AND SAID SOUTH LINE EXTENDED WEST, OF LOT 348 TO THE SOUTH EAST CORNER OF LOT 389; THENCE WEST ALONG THE SOUTH LINE, AND SAID SOUTH LINE EXTENDED WEST, OF LOT 389 TO THE SOUTH EAST CORNER OF LOT 468; THENCE WEST ALONG THE SOUTH LINE OF SAID LOT 468 TO THE SOUTH WEST CORNER THEREOF, SAID SOUTH WEST CORNER BEING A POINT ON THE EAST LINE OF HOMAN AVENUE; THENCE NORTH ALONG THE EAST LINE, AND SAID EAST LINE EXTENDED ACROSS 134TH STREET, OF HOMAN AVENUE TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.

SAID PARCEL ALSO BEING DESCRIBED AS FOLLOWS:

THAT PART OF BLOCKS 1 THROUGH 8 OF JAMES J. SMITH AND COMPANY’S SECOND ADDITION TO CLAIRMONT, A SUBDIVISION OF LOT 3 IN ENGELLAND’S SUBDIVISION OF THE EAST ½ OF THE SOUTHEAST ¼ OF SECTION 35, TOWNSHIP 37 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF LOT 26 IN SAID BLOCK 1; THENCE ON AN ASSUMED BEARING OF NORTH 89 DEGREES 25 MINUTES 49 SECONDS WEST ALONG THE SOUTH LINE OF LOT 26 FOR A DISTANCE OF 7.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 89 DEGREES 25 MINUTES 49 SECONDS WEST FOR A DISTANCE OF 1256.84 FEET TO THE SOUTHWEST CORNER OF LOT 468 IN SAID BLOCK 8, SAID POINT BEING ON THE EAST LINE OF HOMAN AVENUE; THENCE NORTH 0 DEGREES 10 MINUTES 45 SECONDS EAST ALONG THE EAST LINE OF HOMAN AVENUE FOR A DISTANCE OF 562.59 FEET TO THE NORTHWEST CORNER OF LOT 450 IN BLOCK 7; THENCE SOUTH 89 DEGREES 25 MINUTES 49 SECONDS EAST ALONG THE NORTH LINE OF LOT 450 FOR A DISTANCE OF 1230.08 FEET TO A POINT ON THE NORTH LINE OF LOT 45 IN BLOCK 2 THAT IS 65 FEET WEST OF THE EAST LINE OF THE SOUTHEAST ¼ OF SECTION 35; THENCE SOUTH 0 DEGREES 00 MINUTES 00 SECONDS WEST ALONG A LINE THAT IS 65 FEET WEST OF AND PARALLEL TO THE EAST LINE OF THE SOUTHEAST ¼ OF SECTION 35, FOR A DISTANCE OF 125.00 FEET TO A POINT ON THE NORTH

LINE OF LOT 40 IN BLOCK 2; THENCE SOUTH 89 DEGREES 25 MINUTES 49 SECONDS EAST ALONG THE NORTH LINE OF LOT 40 FOR A DISTANCE OF 20.00 FEET; THENCE SOUTH 0 DEGREES 00 MINUTES 00 SECONDS WEST ALONG A LINE 45 FEET WEST OF AND PARALLEL TO THE EAST LINE OF THE SOUTHEAST ¼ OF SECTION 35 FOR A DISTANCE OF 302.60 FEET TO A POINT ON THE SOUTH LINE OF LOT 29 IN BLOCK 2; THENCE SOUTH 4 DEGREES 45 MINUTES 38 SECONDS EAST FOR A DISTANCE OF 60.26 FEET TO A POINT ON THE NORTH LINE OF LOT 28 IN BLOCK 1; THENCE SOUTH 0 DEGREES 00 MINUTES 00 SECONDS WEST ALONG A LINE THAT IS 40 FEET WEST OF AND PARALLEL TO THE EAST LINE OF THE SOUTHEAST ¼ OF SECTION 35 FOR A DISTANCE OF 75.00 FEET TO THE POINT OF BEGINNING, ALL IN COOK COUNTY, ILLINOIS

Property Address: Approximately 16.1 acres of vacant land lying north of 135th Street, east of Homan Avenue, south of 133rd Street and west of Kedzie Avenue, in Robbins, Illinois

Permanent Index Numbers:

24-35-402-002 through -021

24-35-403-002 through -030

24-35-404-002 through -034

24-35-405-002 through -018

24-35-405-022 through -026

24-35-405-031 through -034

24-35-405-037

24-35-405-040

24-35-409-001 through -010

24-35-409-026 through -033

24-35-410-001 through -005

24-35-410-021 through -023

24-35-411-001 through -003

24-35-411-019 through -021

24-35-412-001 through -003

24-35-412-018 through -020

EXHIBIT B

FACILITY BUILDINGS AND EQUIPMENT

B

EXHIBIT B

LEASED EQUIPMENT

Capitalized terms used in this Exhibit B and not otherwise defined shall have the meanings ascribed to them in the Construction Contract.  The Leased Equipment shall consist of the following:

RDF PROCESSING FACILITY

A “Refuse Derived Fuel (“RDF”) Processing Facility”, which shall generally consist of two identical independently operated RDF production lines, each designed to process 85 tons per hour of Solid Waste (“MSW”) into RDF and recover aluminum beverage cans and ferrous scrap metals.  A combined glass/compostable stream will be separated in a single common glass processing system with a design capacity of 34 tons per hour.

COMBUSTOR / BOILER

Two (2) complete circulating fluidized bed water tube boiler systems each capable of generating 230,000 lb/hr steam at 900 psig and 830ºF at the superheater outlet and designed and constructed in strict accordance with the latest edition of the ASME Power Boiler Code and applicable state codes.

Each boiler will include the following: a single water cooled combustor using welded membrane walls with refractory and corrosion resistant tube material which will be used to protect against corrosion and erosion of combustor walls; one refractory lined single-stage cyclone to collect solids for recirculation to the combustor, with the bottom outlets of the cyclone provided with a seal to facilitate recycle of solids directly into the combustor; a multiple stage superheater with desuperheating capability designed for 900 psig and 830ºF outlet steam conditions with superheater tubing fabricated with corrosion resistant materials; natural gas fired burners of adequate size and number for start-up, flame stabilization, maintenance of combustor temperature and part-load steam production; four (4) independent fuel feed trains, each sized to handle approximately 40% of the boiler feed capacity; one sand feed system; and primary and induced draft fans with variable frequency drives.

AIR POLLUTION CONTROL

A complete independent Air Pollution Control (“APC”) system for each boiler, consistent with the Project Permits.

The APC system for each boiler will include the following: one (1) N₀₂ reduction system, including common N₀₂ reduction chemical storage tank, redundant injection pumps and interconnecting piping and injectors for combustor/boiler; one (1) Spray Dryer Absorber (“SDA”) consisting of a rotary atomizer or dual fluid nozzles: one (1) pulse jet

fabric filter designed for off-line cleaning of individual compartments; a common pebble lime storage, slaking and lime slurry feeding system, which will have a seven (7) day storage capacity at full load operation, and 100% redundant slakers, lime slurry storage tanks and pumps to assure uninterrupted operation; and a common carbon storage bin with thirty (30) day capacity and feed system for injection of carbon into the boiler outlet flue gas.

RESIDUE HANDLING SYSTEM

For each combustor/boiler system, a complete combustion residue conveying system.  Provisions will be made so that bottom ash and fly ash will be handled and stored separately in silos with 3 to 4 days storage capacity.

Two 100% capacity enclosed drag-chain conveying systems for the collection and transport of fly ash collected in the steam generator and APC system of both combustor/boiler trains.

Two 100% capacity enclosed drag-chain mechanical bottom ash conveying systems for the collection, conveying and cooling of bottom ash from both combustors to the bottom ash storage silo.

Bottom ash conveyors will be capable of handling residue containing glass, steel packing bands, wire, bed springs, metal rods, steel cans, aluminum slag, rocks, dirt and grit, without causing choking or plugging of the system.

Two 100% capacity fly ash and bottom ash conditioners/loaders for loading, wetting (dust control) and discharging into trucks or roll-off containers provided by the Partnership.

A dry unloading system for loading fly ash into bulk handling trucks.

STACK

One (1) concrete stack complete with individual, insulated flues for each combustion unit complete with internal full-height ladder, equipment hoist, lightning protection, platforms, lights per FAA requirements, test ports and access doors.  The stack will be 375 feet high and stack geometry and location will be consistent with the Project Permits.

TURBINE-GENERATOR

One 54 megawatt steam turbine-generator (“T/G”) unit complete with lube oil system, gland steam system, vacuum system, instrumentation and controls.

All accessories related to the T/G unit including, but not limited to, the following major items:  extraction nozzles for feedwater heating steam to closed heaters and deaerating heater; complete console type hydraulic and lubricating oil system designed for T/G unit which will include main and auxiliary lube oil pumps driven by AC motors and a DC motor

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driven emergency lube oil pump; an AC/DC motor driven turning gear system will be provided to assure a reliable system when T/G unit is disconnected from the outside power grid; complete steam sealing and gland steam exhausting and cooling systems; complete turbine control system and instrumentation for safe, reliable operation; and special tools, including, if required, the turbine and generator rotor lifting equipment and all other special lifting slings, wrenches and tools, including any metric tools, required for repair, maintenance and overhaul.

STEAM DUMP CAPABILITY

The Facility will have full-flow bypass to the condenser and desuperheating capabilities to provide a means to dump steam in the event of a turbine trip and to continue to combust RDF while reasonable corrective action is taking place.

COOLING TOWER AND CONDENSER

A wet 3-cell cooling tower to handle the cooling requirements of the surface condenser and the Facility’s auxiliary cooling load.

Two 100% electric driven cooling tower circulating pumps to perform in accordance with the operating requirements and conditions of the system.

One skid-mounted chemical feed system to inject chemicals into the cooling system circulating water system for protection against corrosion, scaling and biofouling.  System will include pumps, instrumentations and accessories.

A surface condenser system for the turbine exhaust with all appurtenances.  Condenser vacuum and capacity will be matched with turbine requirements.  An economically-sized condenser to maximize net electric production.  The hot well will have a minimum capacity to retain the total quantity of steam condensed at turbine MCR for a period of five (5) minutes.

BOILER FEED PUMPS

Two (2) 100% electric driven boiler feed water pumps, either of which can supply feedwater and attemperation water at combined combustor/boiler MCR.

CONDENSATE PUMPS

Two (2) 100% electric driven condensate pumps and associated accessories.

MISCELLANEOUS PUMPS

The miscellaneous pumps and accessories will include, but not necessarily be limited, to the following: boiler chemical feed pumps; cooling tower chemical treatment pumps;

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diesel driven fire pump; plant sump pumps; service water pumps; wastewater chemical feed pumps and tanks; wastewater treatment equipment pumps; motors, couplings, coupling guards and baseplates for the above pumps as applicable; special tools, if required, for maintenance and installation; and required pumps for efficient off-loading of chemicals, if required.

AIR COMPRESSORS, AIR DRYER AND ACCESSORIES

A minimum of two (2) 100% capacity electric driven air compressors with aftercoolers, air receivers and air dryers.  The air dryers will produce oil-free air with a dew point of -40°F or less.  A common plant and instrument air system will be provided.

DEAERATING FEEDWATER HEATER

One (1) deaerating feedwater heater and associated accessories in accordance with HEI standards.  Deaerating feedwater heater will have 10 minutes of storage of MCR.

CLOSED FEEDWATER HEATERS

Low-pressure closed feedwater heaters and associated accessories, including:

Shell, head, tube sheet and complete tube bundle with appropriate material tubes; and nozzles and connections on head and shell sides, including those for feedwater and condensate inlet and outlet, extraction steam inlet, emergency shell dump, feedwater bypass, relief valves, level controls, monitoring instrumentation, vents, bottom drains and chemical cleaning.

The feedwater heaters will conform to the requirements of the HEI standards for closed feedwater heaters and with the requirements of ASME Boiler and Pressure Vessel Code, Section VIII, Division I.

MISCELLANEOUS HEAT EXCHANGERS

All miscellaneous heat exchangers for condensate return, auxiliary cooling water and similar services.

WATER SYSTEMS

Water treatment equipment to fulfill the following functions: boiler makeup water treatment; wastewater; chemical feed systems; and sampling systems.

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BOILER WATER TREATMENT

Two (2) 100% capacity fully automatic demineralizer trains, each capable of producing the required quantity and quality for make-up water required.

A demineralized water storage tank having a capacity of 24 hours of demineralized make-up water or the refill capacity of one boiler, whichever is greater.

Carbon filters will be used upstream of the demineralizer system, as required.

WASTEWATER TREATMENT

A complete wastewater system to provide equipment and area drainage throughout the Facility.  It will include neutralization and wastewater tanks, pumps, treatment equipment, oil separation, grease and dirt traps, instrumentation and controls as necessary.

CHEMICAL FEED SYSTEMS

A chemical feed system for each water system requiring chemical control, including: feedwater/condensate system; and cooling tower water system.

BOILER WATER CHEMICAL FEED SYSTEM

A chemical feed system to inject chemical solutions as specified by boiler and turbine manufacturers into the boiler water system for protection of the boiler and turbine.

Chemical solution makeup and feed tanks along with positive displacement pumps will be provided.

The boiler water chemical feed system will be suitable for feeding diluted chemicals on a continuous basis under flow proportioned control for oxygen scavenging, pH and hardness control.

COOLING TOWER CHEMICAL FEED SYSTEM

A chemical feed system to inject chemical solutions as required for reliable cooling tower operation.

Chemical solution makeup and feed tanks along with positive displacement pumps will be provided.

CENTRAL SAMPLING STATION

A centralized sampling collection station to collect samples of the boiler feed, condensate and steam systems.

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AUXILIARY COOLING WATER REQUIREMENTS

Auxiliary cooling water, part of the main circulating water system to remove heat from auxiliary loads including but not limited to: the generator cooler; turbine lubricating oil coolers; instrument air compressor coolers; chemical sample coolers (or will use service water): and pump bearing oil coolers.

TANKS

At a minimum, a demineralized water storage tank, city water storage tank, fire/process water storage tank and any other miscellaneous tanks required for a complete and operational Facility.

SCALES

Two (2) independent truck scales including a computerized billing and ticketing system.  A truck axle scale will be provided in the ash loadout building.

MISCELLANEOUS HOISTS AND CRANES

Miscellaneous monorail hoists and cranes with associated accessories.  As a minimum, turbine building and maintenance shop cranes and boiler feed pump hoists will be furnished.

PIPING

Labor, supervision, services, tools, equipment, materials and consumable supplies required for the design, fabrication and erection of all piping systems.

All required valves and accessories, including motor and pneumatic operators.  As a minimum, isolation valves will be provided to facilitate repair of all equipment.

REFRACTORIES, INSULATION AND LAGGING FOR PIPING, DUCTS AND EQUIPMENT

All insulating materials, refractories and lagging required for piping, vessels, ventilation ducts and equipment.

Insulation material for the service intended.

All interconnecting ductwork between the boiler economizer outlet, air pollution control equipment, induced draft fan and stack.  Ducts will be air-tight with internal/exterior stiffeners and external structural steel supports as required.  Expansion joints will be metal bellows type or fabric cloth with bolted flanged connections with air-tight sealing gaskets.

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MISCELLANEOUS MECHANICAL SPECIALTIES

All various miscellaneous mechanical specialty equipment, including, but not limited to, the following: steam traps; flash tanks; expansion joints; strainers; safety and relief valves; sample coolers; silencers for all high pressure relief valves and vents, as required; temporary silencers for high pressure steam exhaust piping during commissioning steam blows; and pipe supports and hangers.

FIRE PROTECTION SYSTEM

One (1) fire protection system for the Facility building, cooling tower, T/G and RDF processing equipment. In addition, fire hose stations and fire extinguishers throughout the entire Facility.  It will include all pumps, tanks, piping, valves, fire extinguishers, sprinklers, hydrants, hose cabinets, hose fittings, fire detectors and accessories.

HVAC

All air conditioning, heating and ventilation equipment systems and accessories.

Both central control rooms with full environmental conditioning for temperature and humidity.  Filtered, positive pressure outside make-up air system will be provided to hold down dust penetration.  This environmental conditioning will be totally separate from systems used elsewhere in the Facility.  Design indoor conditions for the control room will be: temperature: 72-78°F; and relative humidity: 50%.

Offices, scale house facilities, reception area, laboratory, electrical and instrumentation shop will be heated, cooled and ventilated.  Design indoor temperatures for administrative areas will be as follows:  winter 68°F; summer 78°F.

The motor control room, Uninterruptable Power System (“UPS”) and battery room for Boiler/Turbine Generator (“BTG”) control room and switchgear will be air conditioned and ventilated.

The maintenance shop will be equipped for heating and ventilation.

The boiler building maintenance areas, turbine building, heater bay, and ash unloading building will be heated and ventilated.

PLUMBING

All plumbing, laboratory services, waste and drainage systems and service and potable water systems.

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VEHICLES

Vehicles, front end loaders and forklifts necessary to operate and maintain the Facility.

ELECTRICAL

Broad categories of equipment to be supplied include but are not limited to power and control cables, motor drives, lighting transformers, bus duct, motor control centers, metering, protective devices and communications, including all auxiliary equipment, panel boards, grounding, ducts, conduct and cable tray, power transformers, outdoor power circuit breakers, metal-clad medium voltage switchgear, metal enclosed low-voltage switchgear, unit substations and transmission feeders and terminating potheads and structures.

Critical power requirements will be met by a battery back-up AC/DC UPS for BTG control room.

The Facility lighting will include complete interior and exterior lighting.  Indoor lighting systems will include emergency lighting and exit lighting.

INSTRUMENTATION AND CONTROLS

Instrumentation and control systems to achieve safe, reliable and economical generation of power and steam and efficient operation of the Facility as a whole.  Utility power station quality equipment of proven design so that boiler, T/G and energy system control may be accomplished from the BTG central control room.

A data logging system will be provided.

A Continuous Emission Monitoring (“CEM”) system which satisfies Project Permit requirements will be provided in a separate equipment enclosure (i.e., environmentally controlled enclosure).

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EXHIBIT C-1

FORM OF SERIES 1999A BONDS

C-1-1

Exhibit C-1 to Indenture

[FORM OF SERIES 1999A BOND]

UNLESS THIS SERIES 1999A BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE ISSUER OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SERIES 1999A BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

STATE OF ILLINOIS
COUNTY OF COOK

VILLAGE OF ROBBINS
RESOURCE RECOVERY REVENUE BOND
(ROBBINS RESOURCE RECOVERY PARTNERS, L.P. PROJECT)
MANDATORILY EXCHANGEABLE SERIES 1999A

No. RA-1		$115,000,000
REGISTERED OWNER:	Cede & Co.
PRINCIPAL AMOUNT:	One Hundred Fifteen Million Dollars

MATURITY DATE	INTEREST RATE		DATED DATE	CUSIP
October 15, 2016	8.375	%*	[Initial Exchange Date]	770222AK3

THE SERIES 1999A BONDS (HEREINAFTER DEFINED) ARE SPECIAL.  LIMITED OBLIGATIONS OF THE VILLAGE OF ROBBINS.  COOK COUNTY, ILLINOIS, PAYABLE

*In the event of an occurrence of a Litigation Event described herein, interest shall accrue on the 1999A Bonds at the sum of the Interest Rate set forth above and the Supplemental Interest at the rate of up to 5.625% per annum, as described herein.

C-1-1

SOLELY FROM AND SECURED BY THE TRUST ESTATE TO THE EXTENT AND IN THE MANNER PROVIDED IN THE INDENTURE DESCRIBED HEREIN.  NO HOLDER OF ANY OF THE SERIES 1999A BONDS HAS THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE VILLAGE OF ROBBINS OR OF THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE SERIES 1999A BONDS OR THE INTEREST HEREON.  THE SERIES 1999A BONDS HAVE BEEN ISSUED PURSUANT TO THE CONSTITUTION AND LAWS OF THE STATE OF ILLINOIS INCLUDING THE INDUSTRIAL PROJECT REVENUE BOND ACT (65 ILCS 5/11-74-1 ET SEQ.), THE TAX INCREMENT ALLOCATION REDEVELOPMENT ACT (65 ILCS 5/11-74.4 ET SEQ.) AND THE LOCAL GOVERNMENT DEBT REFORM ACT (30 ILCS 350 ET SEQ.).  THE SERIES 1999A BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE OF ROBBINS, THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF OR A LOAN OF THE CREDIT THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION.

THE SERIES 1999A BONDS SHALL BE SUBJECT TO FURTHER MANDATORY EXCHANGE IN THE EVENT OF A STOCK SALE AS FURTHER DESCRIBED BELOW.

The Village of Robbins, Cook County, Illinois, a home rule unit of local government duly organized and validly existing under the Constitution and laws of the State of Illinois (the “Issuer”), hereby promises to pay, solely from the sources described in this Series 1999A Bond, to the Registered Owner hereof, or registered assigns, the Principal Amount shown above on the Maturity Date stated above, or, if this Series 1999A Bond is called for earlier redemption as described herein, on the redemption date, and to pay interest solely from the sources described in this Series 1999A Bond, from the date hereof on the balance of said Principal Amount from time to time remaining unpaid at the rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months) on April 15 and October 15 of each year commencing on [April 15, 2000 being the first April 15 or October 15 following the [Initial Exchange Date]], until the payment of principal.  This Series 1999A Bond shall bear interest at the rate of 8.375% per annum unless a Litigation Event occurs while the Series 1999A Bonds are Outstanding in which case the Series 1999A Bonds will bear interest at the Interest Rate set forth above plus the Supplemental Interest at a rate not to exceed 5.625% per annum, all as provided in the Indenture.

Principal of this Series 1999A Bond is payable in lawful money of the United States of America at the principal corporate trust office located in the City of Orlando, Florida, of SunTrust Bank, Central Florida, National Association, as trustee or its successor or assigns (the “Trustee”).  Interest payments shall be made to the Registered Owner hereof as of the last day of the calendar month immediately preceding the month in which an interest payment date falls (the “Record Date”) by check or draft mailed to such Registered Owner at his address as it appears on the registration books of the Issuer maintained by the Trustee or at such other address as is furnished in writing by such Registered Owner to the Trustee on or prior to the Record Date, or, upon request by any Registered Owner of $1 million or more in aggregate principal amount of the Series 1999A Bonds, by wire transfer to such Registered Owner pursuant to wire instructions reasonably satisfactory to the Trustee furnished to the Trustee prior to the Record Date.  Any

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such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Registered Owner hereof on such Record Date and may be paid to the person in whose name this Series 1999A Bond is registered at the close of business on a Special Record Date, which shall be determined as provided in the Indenture.  If any payment on the Series 1999A Bonds is due on a non-Business Day, it will be made on the next Business Day, and no interest will accrue as a result.

1.             Indenture; Amended and Partially Restated Lease Agreement.   This Series 1999A Bond is one of a series of bonds.  Each Series 1999A Bond has been authorized by virtue of an ordinance adopted by the President and Board of Trustees of the Issuer on October 19, 1999.  The Series 1999A Bonds are secured pursuant to the Second Amended and Restated Mortgage, Security Agreement and Indenture of Trust dated as of October 15, 1999, between the Issuer and the Trustee (the “Indenture”).  Pursuant to the Indenture, the Issuer has also issued its (i) Mandatorily Exchangeable Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999B (the “Series 1999B Bonds”) in the aggregate principal amount $45,000,000; (ii) Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999C in the aggregate principal amount of $95,000,000; and (iii) Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999D in the aggregate principal amount of $18,000,000 (collectively, with the Series 1999A Bonds, the “Series 1999 Bonds”).

Terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.  Series 1999A Bondholders are referred to the Indenture for a statement of those terms.

The Series 1999 Bonds are being issued in an exchange, in accordance with Section 2.02 of the Indenture for the “Exchanged 1994 Bonds” and the “Non-Consenting 1994 Bonds,” both as defined in the Indenture. The Exchanged 1994 Bonds and the Non-Consenting Bonds, (collectively, the “1994 Bonds”), were issued by the Issuer to finance a portion of the costs of equipping and installing certain recycling and waste-to-energy facilities designed to process municipal solid waste (the “Project”), to fund a portion of a debt service reserve account with respect to the 1994 Bonds, pay capitalized interest on the 1994 Bonds, and to pay the costs incurred in connection with the issuance of the 1994 Bonds.  Neither the Issuer nor the Company will receive any cash proceeds from the issuance of the 1999 Bonds.

The Series 1999A Bonds have been issued by the Issuer in furtherance of the public purposes of, and pursuant to The Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq., as supplemented and amended, and in particular as supplemented by the Local Government Debt Reform Act, 30 ILCS 350/l et seq., as supplemented and amended, and the Tax Increment Allocation Redevelopment Act., 65 ILCS 5/11-74.4-1 et. seq., as supplemented and amended.  Under the Indenture, the Issuer has allocated to the Series 1999A Bonds the Incremental Taxes derived from the Original 1994A Bonds that were issued for the purpose of financing “Redevelopment Project Costs” as defined in the Tax Increment Allocation Redevelopment Act.

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The Series 1999 Bonds are being issued in exchange for the outstanding 1994 Bonds pursuant to the Order, confirming the Joint Prepackaged Chapter 11 Plan of Reorganization Proposed by RRRP Robins, Inc., Robbins Resource Recovery Partners, L.P., and RRRP Illinois, Inc., dated                           , 2000 of the United States Bankruptcy Court for the District of Delaware. The Initial Exchange Date, the date on which all the 1999 Bonds have been issued, fixed pursuant to the Order, is                                   , 2000.

The Project is leased to Robbins Resource Recovery Partners, L.P., a Delaware limited partnership (the “Company”), pursuant to an Amended and Partially Restated Lease Agreement dated as of October 15, 1999 and effective as of the Initial Exchange Date, between the Issuer and the Company (the “Facility Lease Agreement”).  The Company has agreed in the Facility Lease Agreement to pay the Issuer Rentals sufficient to pay all amounts coming due on the Series 1999A Bonds and the Series 1999B Bonds and the Issuer has assigned substantially all of its rights to such payments under the Facility Lease Agreement to the Trustee as security for the Bonds issued under the Indenture. The Indenture and the Facility Lease Agreement may be amended, and reference to them include any amendments.

2.             Mandatory Exchange Upon Stock Sale. In the event of a “Stock Sale” (as defined in the Indenture), Additional Bonds will be issued in exchange for the Outstanding Series 1999A Bonds and Outstanding Series 1999B Bonds.  Before the Trustee will consummate the exchange, the terms and provisions of said Additional Bonds will have been authorized by the Issuer and approved in writing by the Owners of a majority of an aggregate Outstanding principal amount of the Series 1999A Bonds and the Series 1999B Bonds voting as a single class.

3.             Source of Payments. The Series 1999A Bonds are limited obligations of the Issuer and, as provided in the Indenture, are payable solely from certain payments to be made by the Company under the Facility Lease Agreement and other security pledged to secure such payments pursuant to the Indenture.

The Series 1999A Bonds are secured by the Revenues (as defined in the Indenture) of the Project and certain other property constituting the Trust Estate, to the extent and in the manner provided in the Indenture, including, among other things, a pledge of the stock and ownership interests of the general and limited partners of the Company, Incremental Taxes and other moneys and investments credited to the Special Tax Allocation Account and the Incremental Tax Surplus Account and Litigation Proceeds and other amounts actually deposited in the funds and accounts established by the Indenture to pay Debt Service on the Series 1999A Bonds; provided that moneys and investments credited to the Tax Equalization Account do not secure the Series 1999A Bonds.

4.             Forbearance. Regardless of the occurrence of any Event of Default (as defined in the Indenture) with respect to the Series 1999A Bonds, the Owners thereof shall be required to forebear from exercising any of their rights and remedies under such bonds or under the Indenture until the earlier of (i) October 15, 2001, and (ii) the date of issue of Additional Bonds upon a Stock Sale.

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5.             Method of Payment. Owners must surrender Series 1999A Bonds to the Trustee to collect principal. Interest will be paid to the registered owner hereof as of the Record Date by check mailed to such Owner’s registered address.  Principal and interest will be paid in money of the United States that at the time of payment is legal tender for payment of public and private debts or by checks or wire transfers payable in such money.  If any payment on the Series 1999A Bonds is due on a non-Business Day, it will be made on the next Business Day, and no interest will accrue after such payment date.

6.             Redemption. The Series 1999A Bonds are subject to redemption prior to maturity as set forth below. Unless the Indenture or a supplemental indenture specifies otherwise, any partial redemption shall be on a pro rata basis. In selecting portions of such Bonds for redemption, the Trustee shall treat each such Bond as representing that number of Bonds of the minimum Authorized Denomination which is obtained by dividing the principal amount of such Bond to be redeemed in part by the minimum Authorized Denomination for such Bonds.  If less than all of the 1999A Bonds are to be redeemed and such Bonds are held in book-entry only form, the Trustee shall direct the Securities Depository for such series of Bonds to select the particular Bonds or portions thereof to be redeemed in such a manner as to redeem such Bonds pro rata among all of its direct participants shown on the Securities Depository’s books to be holders of such Bonds.

Mandatory Sinking Fund Redemption. The Series 1999A Bonds are subject to redemption prior to maturity at a Redemption Price equal to the principal amount thereof, plus accrued interest, and plus a premium equal to certain Litigation Proceeds as provided in the Indenture, by application by the Trustee of funds on deposit to the credit of the Series 1999A Sinking Fund Installment Subaccount on October 15 in the years and in the principal amounts as follows:

Year	Amount
2001	$	2,449
2002	3,428
2003	2,989,118
2004	3,919,208
2005	4,752,321
2006	4,998,680
2007	5,536,946
2008	7,250,192
2009	$	7,985,349
2010	8,769,485
2011	8,720,507
2012	9,651,086
2013	10,778,066
2014	11,904,557
2015	13,159,859
2016*	14,578,748

*  Final Maturity

Special Mandatory Redemption. The Series 1999A Bonds are subject to special mandatory redemption in whole, or in part (as described below), at a redemption price of 100%, or 103%, in the case of a redemption pursuant to (a) below, of the principal amount of the Series

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1999A Bonds being redeemed, plus accrued interest, if any, to the redemption date upon the occurrence of certain events as follows:

(a)           The Series 1999A Bonds are subject to special mandatory redemption not later than 180 days after the occurrence of a Determination of Taxability.  Fewer than all the Series 1999A Bonds may be redeemed if redemption of fewer than all would result in the interest payable on the Series 1999A Bonds remaining outstanding being not includable in the gross income for Federal income tax purposes of any owner other than a “substantial user” or “related person.”  If the lien of the Indenture as to the Series 1999A Bonds is discharged prior to the occurrence of a determination of taxability, as described in Section 10 below, the Series 1999A Bonds will not be redeemed as described in this paragraph.

(b)           The Series 1999A Bonds are subject to special mandatory redemption in part on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall transfer any moneys in the Insurance and Condemnation Proceeds Account of the Construction Fund to the Redemption Fund pursuant to the Indenture), in an amount equal (to the nearest $1,000 increment) to the pro rata portion (based on the principal amounts of Series 1999A Bonds and Series 1999B Bonds then Outstanding) of the amount transferred from the Insurance and Condemnation Proceeds Account of the Construction Fund to the Redemption Fund pursuant to the Indenture.

(c)           The Series 1999A Bonds are subject to special mandatory redemption from moneys paid to the Trustee from the DBT Trustee pursuant to Section 4.01 of the DBT Trust Agreement on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall receive such funds), in whole or in part in an amount equal to the pro rata proportion of the principal amounts of Series 1999A Bonds and Series 1999B Bonds then Outstanding up to the amount of Series 1999A Bonds Outstanding.

Special Optional Redemption. The 1999A Bonds, together with the other 1999 Bonds, are subject to redemption in whole at the option of the Issuer on the date that is ten and one half (10½) years after the Initial Exchange Date at a Redemption Price of 100% of the principal amount of the Series 1999A Bonds being redeemed, plus accrued interest, if any, to the redemption date if there is to be a “change in use” to be effected under Treasury Regulation Section 1.141-12. Less than all of the 1999 Bonds may be redeemed if, in the opinion of Bond Counsel (which opinion shall be delivered to the Trustee and the Issuer), redemption of all of the 1999 Bonds is not necessary to effect such change in use. If less than all of the 1999 Bonds are to be redeemed, the Series 1999A Bonds and Series 1999B Bonds shall be redeemed before any Series 1999C Bonds or Series 1999D Bonds are redeemed if in the opinion of Bond Counsel, such order of redemption will not, in and of itself, cause a Determination of Taxability.

Notice of Redemption. Not less than 30 days nor more than 60 days before each redemption date, the Trustee will mail a notice of redemption by first-class mail, postage prepaid to each Owner of Series 1999A Bonds to be redeemed at the addresses shown on the

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registration books of the Issuer maintained by the Trustee.  Failure to give any required notice of redemption as to any particular Series 1999A Bond will not affect the validity of the call for redemption of any Series 1999A Bonds in respect of which no failure occurs.  Any notice mailed as provided in this paragraph will be conclusively presumed to have been given whether or not actually received by the addressee.

Effect of Notice of Redemption. When notice of redemption is required and given and the conditions to any such redemption are satisfied. Series 1999A Bonds called for redemption become due and payable on the redemption date at the applicable redemption price; in such case when funds are deposited with the Trustee sufficient for redemption, interest on the Series 1999A Bonds to be redeemed ceases to accrue as of the date of redemption.

7.             Denominations; Transfer; Exchange. The Series 1999A Bonds shall be in Authorized Denominations (but no single Series 1999A Bond shall represent principal maturing on more than one date) and shall be numbered consecutively but need not be authenticated or delivered in consecutive order. An Owner may transfer or exchange Series 1999A Bonds in accordance with the Indenture. The Trustee may require an Owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Trustee need not register the transfer of or exchange any Series 1999A Bond for the period beginning 15 days before mailing a notice of redemption of such Series 1999A Bond and ending on the redemption date.

8.             Persons Deemed Owners. The Registered Owner of this Series 1999A Bond shall be treated as the Owner of it for all purposes.

9.             Unclaimed Money. If money for the payment of principal, premium, if any, or interest remains unclaimed for six years, at the request of the Issuer, the Trustee will pay the money to or for the account of the Company.  Thereafter Owners entitled to the money must look only to the Company and not to the Trustee for payment unless an abandoned property law designates another person.

10.           Discharge Before Redemption or Maturity. If the Company at any time deposits with the Trustee money or Governmental Obligations, as described in the Indenture, sufficient to pay at redemption or maturity the principal of and interest on all Series 1999A Bonds at the time Outstanding under the Indenture, and if the Company also pays or causes to be paid all other sums then payable by the Company pursuant to the terms of the Indenture, the lien of the Indenture with respect to such Series 1999A Bonds will be discharged.  After discharge, Series 1999A Bondholders must look only to the deposited money and securities for payment.  Governmental Obligations are securities backed by the faith and credit of the United States, or securities evidencing ownership interest in such full-faith-and-credit securities.

11.           Additional Bonds. Additional series of bonds may be issued in the future as provided in the Indenture and the Facility Lease Agreement.  If issued, such Additional Bonds may be entitled to certain benefits of the Indenture on a parity with the Series 1999A Bonds and

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all other series of Additional Bonds, to the extent provided in the Indenture.  No Series 1999A Bondholder consent is required in connection with the issuance of Additional Bonds.

12.           Amendment, Supplement, Waiver. The Indenture, the Facility Lease Agreement or the Series 1999A Bonds may be amended or supplemented (including certain amendments which may be made without the consent of the Owners of the Series 1999A Bonds), and any past default or compliance with any provision may be waived, to the extent and in the circumstances permitted by the Indenture and the Facility Lease Agreement.

13.           Defaults and Remedies. The Indenture provides that the occurrences of certain events constitute Events of Default. The Owner of this Series 1999A Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture.

14.           No Personal Liability. No officer or employee of the Issuer shall be individually or personally liable for the payment of the interest or principal or redemption premium, if any, on the Series 1999A Bonds. Each Series 1999A Bondholder, by accepting a Series 1999A Bond, waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Series 1999A Bonds.

15.           Authentication. This Series 1999A Bond shall not be valid until the Trustee or an authenticating agent signs the certificate of authentication on this Series 1999A Bond.

16.           Abbreviations. Customary abbreviations may be used in the name of a Bondholder or an assignee, such as TEN COM (tenants in common) TEN ENT (tenants by the entireties).  JT TEN (joint tenants with right of survivorship and not as tenants in common).  CUST (Custodian), U/G/M/A (Uniform Gifts to Minors Act) and U/T/M/A (Uniform Transfers to Minors Act).

17.           Estoppel Clause. It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist and be performed precedent to and in the issuance of this bond in order to make it a legal, valid and binding obligation of the Issuer have been done, exist and have been performed in regular and due time, form and manner as required by law, and that the series of bonds of which this bonds is one is within every debt or other limit prescribed by law.

IN WITNESS WHEREOF, the Village of Robbins, Cook County, Illinois has caused this bond to be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Village Clerk.

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		VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS
		By:
			Village President
ATTEST:
By:
	Village Clerk

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CERTIFICATE OF AUTHENTICATION

This is one of the Series 1999A Bonds referred to in the within-referenced Indenture.

Dated: [Initial Exchange Date]
	SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, as Trustee
	By:
		Authorized Signatory

ASSIGNMENT

For value received the undersigned sells, assigns and transfers unto                                                      the within bond and hereby irrevocably constitutes and appoints                       attorney to transfer the said bond on the books kept for registration thereof, with full power of substitution in the premises.

	Dated
Signature Guarantee:

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EXHIBIT C-2

FORM OF SERIES 199B BONDS

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Exhibit C-2 to Indenture

[FORM OF SERIES 1999B BOND]

UNLESS THIS SERIES 1999B BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE ISSUER OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SERIES 1999B BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

STATE OF ILLINOIS
COUNTY OF COOK

VILLAGE OF ROBBINS
RESOURCE RECOVERY REVENUE BOND
(ROBBINS RESOURCE RECOVERY PARTNERS, L.P. PROJECT)
MANDATORILY EXCHANGEABLE SERIES 1999B

No. RB-1 $45,000,000

REGISTERED OWNER: Cede & Co.

PRINCIPAL AMOUNT:      Forty-Five Million Dollars

MATURITY DATE	INTEREST RATE		DATED DATE	CUSIP
October 15, 2016	8.375	%*	[Initial Exchange Date]	770222AL1

THE SERIES 1999B BONDS (HEREINAFTER DEFINED) ARE SPECIAL, LIMITED OBLIGATIONS OF THE VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS, PAYABLE SOLELY FROM AND SECURED BY THE TRUST ESTATE TO THE EXTENT AND IN

*In the event of an occurrence of a Litigation Event as defined in the Indenture and described herein, interest shall accrue on the 1999B Bonds at the sum of the Interest Rate set forth above and the Supplemental Interest at the rate of up to 5.625% per annum, as discussed herein.

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THE MANNER PROVIDED IN THE INDENTURE DESCRIBED HEREIN.  NO HOLDER OF ANY OF THE SERIES 1999B BONDS HAS THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE VILLAGE OF ROBBINS OR OF THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE SERIES 1999B BONDS OR THE INTEREST HEREON.  THE SERIES 1999B BONDS HAVE BEEN ISSUED PURSUANT TO THE CONSTITUTION AND LAWS OF THE STATE OF ILLINOIS INCLUDING THE INDUSTRIAL PROJECT REVENUE BOND ACT (65 ILCS 5/11-74-1 ET SEQ.) AND THE LOCAL GOVERNMENT DEBT REFORM ACT (30 ILCS 350 ET SEQ.).  THE SERIES 1999B BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE OF ROBBINS, THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF OR A LOAN OF THE CREDIT THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION.

THE SERIES 1999B BONDS SHALL BE SUBJECT TO FURTHER MANDATORY EXCHANGE IN THE EVENT OF A STOCK SALE AS FURTHER DESCRIBED BELOW.

The Village of Robbins, Cook County, Illinois, a home rule unit of local government duly organized and validly existing under the Constitution and laws of the State of Illinois (the “Issuer”), hereby promises to pay, solely from the sources described in this Series 1999B Bond, to the Registered Owner hereof, or registered assigns, the Principal Amount shown above on the Maturity Date stated above, or, if this Series 1999B Bond is called for earlier redemption as described herein, on the redemption date, and to pay interest solely from the sources described in this Series 1999B Bond, from the date hereof on the balance of said Principal Amount from time to time remaining unpaid at the rate per annum shown above (computed on the basis of a 360- day year of twelve 30-day months) on April 15 and October 15 of each year commencing on [April 15, 2000 being the first April 15 or October 15 following the [Initial Exchange Date]] until the payment of principal.  This Series 1999B Bond shall bear interest at the rate of 8.375% per annum unless a Litigation Event occurs while the Series 1999B Bonds are Outstanding in which case the Series 1999B Bonds will bear interest at the Interest Rate set forth above plus the Supplemental Interest at a rate not to exceed 5.625% per annum, all as provided in the Indenture.

Principal of this Series 1999B Bond is payable in lawful money of the United States of America at the principal corporate trust office located in the City of Orlando, Florida of SunTrust Bank, Central Florida, National Association, as trustee or its successor or assigns (the “Trustee”).  Interest payments shall be made to the Registered Owner hereof as of the last day of the calendar month immediately preceding the month in which an interest payment date falls (the “Record Date”) by check or draft mailed to such Registered Owner at his address as it appears on the registration books of the Issuer maintained by the Trustee or at such other address as is furnished in writing by such Registered Owner to the Trustee on or prior to the Record Date, or, upon request by any Registered Owner of $1 million or more in aggregate principal amount of the Series 1999B Bonds, by wire transfer to such Registered Owner pursuant to wire instructions reasonably satisfactory to the Trustee furnished to the Trustee prior to the Record Date.  Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Registered Owner hereof on such Record Date and may be paid to the person in whose name

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this Series 1999B Bond is registered at the close of business on a Special Record Date, which shall be determined as provided in the Indenture.  If any payment on the Series 1999B Bonds is due on a non-Business Day, it will be made on the next Business Day, and no interest will accrue as a result.

1.  Indenture; Amended and Partially Restated Lease Agreement.  This Series 1999B Bond is one of a series of bonds.  Each Series 1999B Bond has been authorized by virtue of an ordinance adopted by the President and Board of Trustees of the Issuer on October 19, 1999.  The Series 1999B Bonds are secured pursuant to the Second Amended and Restated Mortgage, Security Agreement and Indenture of Trust dated as of October 15, 1999, between the Issuer and the Trustee (the “Indenture”).  Pursuant to the Indenture, the Issuer has also issued its (i) Mandatorily Exchangeable Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999A (the “Series 1999A Bonds”) in the aggregate principal amount $115,000,000;  (ii) Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999C in the aggregate principal amount of $95,000,000; and (iii) Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999D in the aggregate principal amount of $18,000,000 (collectively, with the Series 1999B Bonds, the “Series 1999 Bonds”).

Terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.  Series 1999B Bondholders are referred to the Indenture for a statement of those terms.

The Series 1999 Bonds are being issued in an exchange, in accordance with Section 2.02 of the Indenture for the “Exchanged 1994 Bonds” and the “Non-Consenting 1994 Bonds,” both as defined in the Indenture, The Exchanged 1994 Bonds and the Non-Consenting Bonds, (collectively, the “1994 Bonds”), were issued by the Issuer to finance a portion of the costs of equipping and installing certain recycling and waste-to-energy facilities designed to process municipal solid waste (the “Project”), to fund a portion of a debt service reserve account with respect to the 1994 Bonds, pay capitalized interest on the 1994 Bonds, and to pay the costs incurred in connection with the issuance of the 1994 Bonds.  Neither the Issuer nor the Company will receive any cash proceeds from the issuance of the 1999 Bonds.

The Series 1999B Bonds have been issued by the Issuer in furtherance of the public purposes of, and pursuant to The Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq., as supplemented and amended, and in particular as supplemented by the Local Government Debt Reform Act, 30 ILCS 350/1 et seq., as supplemented and amended.

The Series 1999 Bonds are being issued in exchange for the outstanding 1994 Bonds pursuant to the Order, confirming the Joint Prepackaged Chapter 11 Plan of Reorganization Proposed by RRRP Robbins, Inc., Robbins Resource Recovery Partners, L.P., and RRRP Illinois, Inc., dated                , 2000 by the United States Bankruptcy Court for the District of Delaware.  The Initial Exchange Date, the date on which all the 1999 Bonds have been issued, fixed pursuant to the Order, is                , 2000.

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The Project is leased to Robbins Resource Recovery Partners, L.P., a Delaware limited partnership (the “Company”), pursuant to an Amended and Partially Restated Lease Agreement dated as of October 15, 1999 and effective as of the Initial Exchange Date, between the Issuer and the Company (the “Facility Lease Agreement”).  The Company has agreed in the Facility Lease Agreement to pay the Issuer Rentals sufficient to pay all amounts coming due on the Series 1999A Bonds and the Series 1999B Bonds and the Issuer has assigned substantially all of its rights to such payments under the Facility Lease Agreement to the Trustee as security for the Bonds issued under the Indenture.  The Indenture and the Facility Lease Agreement may be amended, and reference to them include any amendments.

2.  Mandatory Exchange Upon Stock Sale.  In the event of a “Stock Sale” (as defined in the Indenture), Additional Bonds will be issued in exchange for the Outstanding Series 1999A Bonds and Outstanding Series 1999B Bonds.  Before the Trustee will consummate the exchange, the terms and provisions of said Additional Bonds will have been authorized by the Issuer and approved in writing by the Owners of a majority of an aggregate Outstanding principal amount of the Series 1999A Bonds and the Series 1999B Bonds voting as a single class.

3.  Source of Payments.  The Series 1999B Bonds are limited obligations of the Issuer and, as provided in the Indenture, are payable solely from certain payments to be made by the Company under the Facility Lease Agreement and other security pledged to secure such payments pursuant to the Indenture.

The Series 1999B Bonds are secured by the Revenues (as defined in the Indenture) of the Project and certain other property constituting the Trust Estate, to the extent and in the manner provided in the Indenture, including a pledge of the stock and ownership interests of the general and limited partners of the Company, moneys and investments credited to the Tax Equalization Account and Litigation Proceeds and other amounts actually deposited in the funds and accounts established by the Indenture to pay Debt Service on the Series 1999B Bonds; provided that moneys and investments credited to the Special Tax Allocation Account and the Incremental Tax Surplus Account do not secure the Series 1999B Bonds.

4.  Forbearance.  Regardless of the occurrence of any Event of Default (as defined in the Indenture) with respect to the Series 1999B Bonds, the Owners thereof shall be required to forebear from exercising any of their rights and remedies under such bonds or under the Indenture until the earlier of (i) October 15, 2001, and (ii) the date of issue of Additional Bonds (as defined in the Indenture) upon a Stock Sale.

5.  Method of Payment.  Owners must surrender Series 1999B Bonds to the Trustee to collect principal.  Interest will be paid to the registered owner hereof as of the Record Date by check mailed to such Owner’s registered address.  Principal and interest will be paid in money of the United States that at the time of payment is legal tender for payment of public and private debts or by checks or wire transfers payable in such money.  If any payment on the Series 1999B Bonds is due on a non-Business Day, it will be made on the next Business Day, and no interest will accrue after such payment date.

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6.  Redemption.  The Series 1999B Bonds are subject to redemption prior to maturity as set forth below.  Unless the Indenture or a supplemental indenture specifies otherwise, any partial redemption shall be on a pro rata basis.  In selecting portions of such Bonds for redemption, the Trustee shall treat each such Bond as representing that number of Bonds of the minimum Authorized Denomination which is obtained by dividing the principal amount of such Bond to be redeemed in part by the minimum Authorized Denomination for such Bonds.  If less than all of the 1999B Bonds are to be redeemed and such Bonds are held in book-entry only form, the Trustee shall direct the Securities Depository for such series of Bonds to select the particular Bonds or portions thereof to be redeemed in such a manner as to redeem such Bonds pro rata among all of its direct participants shown on the Securities Depository’s books to be holders of such Bonds.

Mandatory Sinking Fund Redemption.  The Series 1999B Bonds are subject to redemption prior to maturity at a Redemption Price equal to the principal amount thereof, plus accrued interest, and plus a premium equal to certain Litigation Proceeds as provided in the Indenture, by application by the Trustee of funds on deposit to the credit of the Series 1999B Sinking Fund Installment Subaccount on October 15 in the years and in the principal amounts as follows:

YEAR	PRINCIPAL AMOUNT
2015	$	17,376,761
2016*	27,623,239

*  Final Maturity

Special Mandatory Redemption.  The Series 1999B Bonds are subject to special mandatory redemption in whole, or in part (as described below), at a redemption price of 100%, or 103% in the case of a redemption pursuant to (a) below, of the principal amount of the Series 1999B Bonds being redeemed, plus accrued interest, if any, to the redemption date upon the occurrence of certain events as follows:

(a)           The Series 1999B Bonds are subject to special mandatory redemption not later than 180 days after the occurrence of a Determination of Taxability.  Fewer than all the Series 1999B Bonds may be redeemed if redemption of fewer than all would result in the interest payable on the Series 1999B Bonds remaining outstanding being not includable in the gross income for Federal income tax purposes of any owner other than a “substantial user” or “related person.”  If the lien of the Indenture as to the Series 1999B Bonds is discharged prior to the occurrence of a determination of taxability, as described in Section 10 below, the Series 1999B Bonds will not be redeemed as described in this paragraph.

(b)           The Series 1999B Bonds are subject to special mandatory redemption in part on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall transfer any moneys in the Insurance and Condemnation Proceeds

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Account of the Construction Fund to the Redemption Fund pursuant to the Indenture), in an amount equal (to the nearest $1,000 increment) to the pro rata portion (based on the principal amounts of Series 1999A Bonds and Series 1999B Bonds then Outstanding) of the amount transferred from the Insurance and Condemnation Proceeds Account of the Construction Fund to the Redemption Fund pursuant to the Indenture.

(c)           The Series 1999B Bonds are subject to special mandatory redemption from moneys paid to the Trustee from the DBT Trustee pursuant to Section 4.01 of the DBT Trust Agreement on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall receive such funds), in whole or in part in an amount equal to the pro rata proportion of the principal amounts of Series 1999A Bonds and Series 1999B Bonds then Outstanding up to the amount of Series 1999B Bonds Outstanding.

Special Optional Redemption.  The 1999B Bonds, along with the other 1999 Bonds, are subject to redemption in whole at the option of the Issuer on the date that is ten and one half (10 ¹/₂) years after the Initial Exchange Date at a Redemption Price of 100% of the principal amount of the Series 1999B Bonds being redeemed, plus accrued interest, if any, to the redemption date if there is a “change in use” to be effected under Treasury Regulation Section 1.141-12.  Less than all of the 1999 Bonds may be redeemed if, in the opinion of Bond Counsel (which opinion shall be delivered to the Trustee and the Issuer), redemption of all of the 1999 Bonds is not necessary to effect such change in use.  If less than all of the 1999 Bonds are to be redeemed, the Series 1999A Bonds and Series 1999B Bonds shall be redeemed before any Series 1999C Bonds or Series 1999D Bonds are redeemed if in the opinion of Bond Counsel, such order of redemption will not, in and of itself, cause a Determination of Taxability.

Notice of Redemption.  Not less than 30 days nor more than 60 days before each redemption date the Trustee will mail a notice of redemption by first-class mail, postage pre-paid to each Owner of Series 1999B Bonds to be redeemed at the addresses shown on the registration books of the Issuer maintained by the Trustee.  Failure to give any required notice of redemption as to any particular Series 1999B Bond will not affect the validity of the call for redemption of any Series 1999B Bonds in respect of which no failure occurs.  Any notice mailed as provided in this paragraph will be conclusively presumed to have been given whether or not actually received by the addressee.

Effect of Notice of Redemption.  When notice of redemption is required and given and the conditions to any such redemption are satisfied.  Series 1999B Bonds called for redemption become due and payable on the redemption date at the applicable redemption price; in such case when funds are deposited with the Trustee sufficient for redemption, interest on the Series 1999B Bonds to be redeemed ceases to accrue as of the date of redemption.

7.  Denominations; Transfer; Exchange.  The Series 1999B Bonds shall be in Authorized Denominations (but no single Series 1999B Bond shall represent principal maturing on more than one date) and shall be numbered consecutively but need not be authenticated or delivered in consecutive order.  An Owner may transfer or exchange Series 1999B Bonds in accordance with

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the Indenture.  The Trustee may require an Owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Trustee need not register the transfer of or exchange any Series 1999B Bond for the period beginning 15 days before mailing a notice of redemption of such Series 1999B Bond and ending on the redemption date.

8.  Persons Deemed Owners.  The Registered Owner of this Series 1999B Bond shall be treated as the Owner of it for all purposes.

9.  Unclaimed Money.  If money for the payment of principal, premium, if any, or interest remains unclaimed for six years, at the request of the Issuer, the Trustee will pay the money to or for the account of the Company.  Thereafter, Owners entitled to the money must look only to the Company and not to the Trustee for payment unless an abandoned property law designates another person.

10.  Discharge Before Redemption or Maturity.  If the Company at any time deposits with the Trustee money or Governmental Obligations as described in the Indenture sufficient to pay at redemption or maturity the principal of and interest on all Series 1999B Bonds at the time Outstanding under the Indenture, and if the Company also pays or causes to be paid all other sums then payable by the Company pursuant to the terms of the Indenture, the lien of the Indenture with respect to such Series 1999B Bonds will be discharged.  After discharge, Series 1999B Bondholders must look only to the deposited money and securities for payment.  Governmental Obligations are securities backed by the faith and credit of the United States, or securities evidencing ownership interest in such full-faith-and-credit securities.

11.  Additional Bonds.  Additional series of bonds may be issued in the future as provided in the Indenture and the Facility Lease Agreement.  If issued, such Additional Bonds may be entitled to certain benefits of the Indenture on a parity with the Series 1999B Bonds and all other series of Additional Bonds, to the extent provided in the Indenture.  No Series 1999B Bondholder consent is required in connection with the issuance of Additional Bonds.

12.  Amendment, Supplement, Waiver.  The Indenture, the Facility Lease Agreement or the Series 1999B Bonds may be amended or supplemented (including certain amendments which may be made without the consent of the Owners of the Series 1999B Bonds), and any past default or compliance with any provision may be waived, to the extent and in the circumstances permitted by the Indenture and the Facility Lease Agreement.

13.  Defaults and Remedies.  The Indenture provides that the occurrences of certain events constitute Events of Default.  The Owner of this Series 1999B Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of Default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture.

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14.  No Personal Liability.  No officer or employee of the Issuer shall be individually or personally liable for the payment of the interest or principal or redemption premium, if any, on the Series 1999B Bonds.  Each Series 1999B Bondholder by accepting a Series 1999B Bond waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Series 1999B Bonds.

15.  Authentication.  This Series 1999B Bond shall not be valid until the Trustee or an authenticating agent signs the certificate of authentication on this Series 1999B Bond.

16.  Abbreviations.  Customary abbreviations may be used in the name of a Bondholder or an assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (Custodian), U/G/M/A (Uniform Gifts to Minors Act) and U/T/M/A (Uniform Transfers to Minors Act).

17.  Estoppel Clause.  It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist and be performed precedent to and in the issuance of this bond in order to make it a legal, valid and binding obligation of the Issuer have been done, exist and have been performed in regular and due time, form and manner as required by law, and that the series of bonds of which this bonds is one is within every debt or other limit prescribed by law.

IN WITNESS WHEREOF, the Village of Robbins, Cook County, Illinois has caused this bond to be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Village Clerk.

		VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS
		By:
			Village President
ATTEST:
By:
	Village President

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CERTIFICATE OF AUTHENTICATION

This is one of the Series 1999B Bonds referred to in the within-referenced Indenture.

Dated:	October 15, 1999
		SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, as Trustee
		By:
			Authorized Signatory

ASSIGNMENT

For value received the undersigned sells, assigns and transfers unto                                                       the within bond and hereby irrevocably constitutes and appoints                      attorney to transfer the said bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated

Signature Guarantee:

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EXHIBIT D

FORM OF SERIES 1999C BONDS

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EXHIBIT D TO INDENTURE

[FORM OF SERIES 1999C BOND MATURING OCTOBER 15, 2009]

UNLESS THIS SERIES 1999C BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE ISSUER OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SERIES 1999C BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

STATE OF ILLINOIS

COUNTY OF COOK

VILLAGE OF ROBBINS

RESOURCE RECOVERY REVENUE BOND

(ROBBINS RESOURCE RECOVERY PARTNERS, L.P. PROJECT)

SERIES 1999C

NO. RC-1 $17,845,000

REGISTERED OWNER:	Cede & Co.
PRINCIPAL AMOUNT:	Seventeen Million Eight Hundred Forty-Five Thousand Dollars

MATURITY DATE	INTEREST RATE		DATED DATE	CUSIP
October 15, 2009	7.25	%	October 15,1999	770222AP2

THE SERIES 1999C BONDS (HEREINAFTER DEFINED) ARE SPECIAL, LIMITED OBLIGATIONS OF THE VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS, PAYABLE SOLELY FROM AND SECURED BY THE TRUST ESTATE TO THE EXTENT AND IN THE MANNER PROVIDED IN THE INDENTURE DESCRIBED HEREIN. NO HOLDER OF ANY OF THE SERIES 1999C BONDS HAS THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE VILLAGE OF ROBBINS OR OF THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE SERIES 1999C BONDS OR THE INTEREST HEREON. THE SERIES 1999C BONDS HAVE BEEN ISSUED PURSUANT TO THE CONSTITUTION AND LAWS OF THE STATE OF ILLINOIS INCLUDING THE INDUSTRIAL PROJECT REVENUE BOND ACT, 65 ILCS 5/11-74-1 ET

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SEQ. THE SERIES 1999C BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE OF ROBBINS, THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVIS1ON THEREOF OR A LOAN OF THE CREDIT THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION.

THE SERIES 1999C BONDS ARE NOT SECURED BY PAYMENTS UNDER THE HEREINAFTER DEFINED FACILITY LEASE AGREEMENT.

The Village of Robbins, Cook County, Illinois, a home rule unit of local government duly organized and validly existing under the Constitution and laws of the State of Illinois (the "Issuer"), promises to pay, solely from the source described in this Series 1999C Bond, to the Registered Owner hereof, or registered assigns, the Principal Amount shown above on the Maturity Date stated above, or, if this Series 1999C Bond is called for earlier redemption as described herein, on the redemption date, and to pay interest solely from the source described in this Series 1999C Bond, from the date hereof on the balance of said Principal Amount from time to time remaining unpaid at the rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months) on April 15 and October 15 of each year, commencing April 15, 2000, until the payment of principal.

Principal of this Series 1999C Bond is payable in lawful money of the United Stares of America in the city of Orlando, Florida at the principal office of SunTrust Bank, Central Florida, National Association, as trustee or its successor or assigns (the "Trustee"). Interest payments shall be made to the Registered Owner hereof as of the last day of the calendar month immediately preceding the month in which an interest payment date falls (the ''Record Date'') by check or draft mailed to such Registered Owner at his address as it appears on the registration books of the Issuer maintained by the Trustee or at such other address as is furnished in writing by such Registered Owner to the Trustee on or prior to the Record Date, or upon request by any Registered Owner of $1 million or more in aggregate principal amount of Series 1999C Bonds, by wire transfer to such Registered Owner pursuant to wire instructions reasonably satisfactory to the Trustee furnished to the Trustee prior to the Record Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Registered Owner hereof on such Record Date and may be paid to the person in whose name this Series 1999C Bond is registered at the close of business on a Special Record Date, which shall be determined as provided in the Indenture. If any payment on the Series 1999C Bonds is due on a non­Business Day, it will be made on the next Business Day, and no interest will accrue as a result,

I - Indenture; Amended and Partially Restated Facility Lease Agreement. This Series 1999C Bond is one of a series of bonds, limited to 595,000,000 in principal amount. Each Series 1999C Bond has been authorized by virtue of an ordinance adopted by the President and Board of Trustees of the Issuer on October 19, 1999. The Series 1999C Bonds are secured pursuant to a Second Amended Mortgage, Security Agreement and Indenture of Trust between the Issuer and the Trustee dated as of October 15, 1999 and amended and restated as of the Initial Exchange Date (the "Indenture"). Pursuant to the Indenture, the Issuer is also issuing its,

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(i) Mandatorily Exchangeable Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999A (the “Series 1999A Bonds”) in the aggregate principal amount of $115,000,000; (ii) Mandatorily Exchangeable Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999B (the “Series 1999B Bonds”) in the aggregate principal amount of $45,000,000; and (iii) Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999D (the “Series 1999D Bonds”) in the aggregate principal amount of $18,000,000 (collectively, with the Series 1999C Bonds, the “1999 Bonds”).

Terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. Series 1999C Bondholders are referred to the Indenture for a statement of those terms.

The Series 1999 Bonds are being issued in an exchange, in accordance with Section 2.02 of the Indenture for the “Exchanged 1994 Bonds” and the “Non-Consenting 1994 Bonds,” both as defined in the Indenture. The Exchanged 1994 Bonds and the Non-Consenting Bonds, (collectively, the “1994 Bonds”), were issued by the Issuer to finance a portion of the costs of equipping and installing certain recycling and waste-to-energy facilities designed to process municipal solid waste (the “Project”), to fund a portion of a debt service reserve account with respect to the 1994 Bonds, pay capitalized interest on the 1994 Bonds, and to pay the costs incurred in connection with the issuance of the 1994 Bonds. Neither the Issuer nor the Company will receive any cash proceeds from the issuance of the 1999 Bonds.

The Series 1999C Bonds have been issued by the Issuer in furtherance of the public purposes of, and pursuant to The Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq., as supplemented and amended, and in particular as supplemented by the Local Government Debt Reform Act, 30 ILCS 350/1 et seq., as supplemented and amended.

The 1999 Bonds are being issued in exchange for the outstanding 1994 Bonds which were discharged pursuant to the Order, confirming the Joint Prepackaged Chapter 11 Plan of Reorganization Proposed by RRRP Robins, Inc., Robbins Resource Recovery Partners, L.P., and RRP Illinois, Inc., issued on              , 2000 by the United States Bankruptcy Court for the District of Delaware. The Initial Exchange Date, the date on which all the 1999 Bonds have been issued, fixed pursuant to the Order              , 2000.

The Project is leased to Robbins Resource Recovery Partners, L.P., a Delaware limited partnership (the “Company”), pursuant to an Amended and Partially Restated Lease Agreement dated as of October 15, 1999, between the Issuer and the Company (the “Facility Lease Agreement”). The Company has agreed in the Facility Lease Agreement to pay the Issuer Rentals sufficient to pay all amounts coming due on the Series 1999A Bonds and the Series 1999B Bonds and the Issuer has assigned its rights to such payments under the Facility Lease Agreement to the Trustee as security for the Bonds, other than the Series 1999C Bonds and the Series 1999D Bonds, issued under the Indenture.

The Indenture may be amended, and references thereto include any such amendments.

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2.             Source of Payments.   The Series 1999C Bonds are limited obligations of the Issuer and, as provided in the Indenture, are payable, solely from the Exit Funding Payments and other moneys deposited in the accounts established under the Indenture for payment of the Series 1999C Bonds. Exit Funding Payments are payable by Foster Wheeler Corporation under the Exit Funding Agreement between Foster Wheeler Corporation and the Trustee, dated as of October 15, 1999 and effective as of the Initial Exchange Date.

EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THE SERIES 1999C BONDS ARE NOT SECURED BY A MORTGAGE ON OR SECURITY INTEREST IN THE MORTGAGED PROPERTY GRANTED BY THE INDENTURE OR THE REVENUES.

3.             Method of Payment.   The Redemption Price of this Bond will be payable at the principal corporate trust office of the Trustee. Interest will be paid to the registered owner hereof as of the Record Date by check mailed to such Owner’s registered address. Principal and interest will be paid in money of the United States that at the time of payment is legal tender for payment of public and private debts or by checks or wire transfers payable in such money. If any payment on the Series 1999C Bonds is due on a non-Business Day, it will be made on the next Business Day, and no interest will accrue as a result.

4.             Redemption.   The Series 1999C Bonds are subject to redemption prior to maturity as set forth in this Section. Unless the Indenture or a supplemental indenture specifies otherwise, any partial redemption shall be on a pro rata basis. In selecting portions of such Bonds for redemption, the Trustee shall treat each such Bond as representing that number of Bonds of the minimum Authorized Denomination which is obtained by dividing the principal amount of such Bond to be redeemed in part by the minimum Authorized Denomination for such Bonds. If less than all of the 1999C Bonds are to be redeemed and such Bonds are held in book-entry only form, the Trustee shall direct the Securities Depository for such series of Bonds to select the particular Bonds or portions thereof to be redeemed in such a manner as to redeem such Bonds pro rata among all of its direct participants shown on the Securities Depository’s books to be holders of such Bonds.

Mandatory Sinking Fund Redemption.   This Series 1999C Bond is subject to redemption prior to maturity at a Redemption Price equal to the principal amount thereof, plus accrued interest, as provided in the Indenture, by application by the Trustee of funds on deposit to the credit of the Series 1999C Sinking Fund Installment Subaccount on October 15 in the years and in the principal amounts as follows:

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Year	Amount
2000	$	1,285,000
2001	1,375,000
2002	1,475,000
2003	1,580,000
2004	1,690,000
2005	$	1,810,000
2006	1,940,000
2007	2,080,000
2008	2,225,000
2009*	2,385,000

*  Final Maturity

Special Mandatory Redemption.   (a)  The Series 1999C Bonds are subject to special mandatory redemption not later than 180 days after a Determination of Taxability at a Redemption Price of 100% of the principal amount of such Bonds being redeemed, plus, in any case, accrued interest, if any, to the redemption date. Fewer than all of a Series 1999C Bonds may be redeemed if redemption of fewer than all Series 1999C Bonds would result in the interest payable on the Series 1999C Bonds remaining Outstanding being not includable in the gross income for Federal income tax purposes of any owner other than a “substantial user” or “related person.”  If the lien of the Indenture as to any Series 1999C Bonds is discharged prior to the occurrence of a Determination of Taxability, as described in paragraph 8 below, the Series 1999C Bonds will not be redeemed as described in this paragraph.

(b)  If no Series 1999D Bonds shall be Outstanding, the Series 1999C Bonds are subject to special mandatory redemption, in whole or in part, on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall make the following deposits to the credit of the Redemption Fund), at a Redemption Price of 100% of their principal amount, plus accrued interest to the redemption date on which the Series 1999C Bonds are to be redeemed from certain Litigation Proceeds from the Retail Rate Litigation at the sole discretion of Foster Wheeler Corporation. The Retail Rate Litigation concerns electric rates for electricity produced by the Project as described in the Indenture.

(c)  The 1999C Bonds are subject to special mandatory redemption, pro rata with the 1999D Bonds, from moneys paid to the Trustee by the Delaware Trustee on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall receive such funds), provided, however, there are no Series 1999A Bonds and Series 1999B Bonds then Outstanding.

Special Optional Redemption.  The 1999C Bonds, along with the other 1999 Bonds, are subject to redemption in whole at the option of the Issuer on the date that is ten and one half (10¹/₂) years after the Initial Exchange Date at a Redemption Price of 100% of the principal amount of the Series 1999C Bonds being redeemed, plus accrued interest, if any, to the redemption date if there is to be a “change in use” to be effected under Treasury Regulation Section 1.141-12. Less than all of the 1999 Bonds may be redeemed if, in the opinion of Bond Counsel (which opinion shall be delivered to the Trustee and the Issuer), redemption of all of the

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1999 Bonds is not necessary to effect such change in use. If less than all of the 1999 Bonds are to be redeemed, the Series 1999A Bonds and Series 1999B Bonds shall be redeemed before any Series 1999C Bonds or Series 1999D Bonds are redeemed if in the opinion of Bond Counsel, such order of redemption will not, in and of itself, cause a Determination of Taxability.

Notice of Redemption.   Not less than 30 days nor more than 60 days before each redemption date the Trustee will mail a notice of redemption by first-class mail, postage pre-paid to each Owner of Series 1999C Bonds to be redeemed at the addresses shown on the registration books of the Issuer maintained by the Trustee. Failure to give any required notice of redemption as to any particular Bonds will not affect the validity of the call for redemption of any Bonds in respect of which no failure occurs. Any notice mailed as provided in this paragraph will be conclusively presumed to have been given whether or not actually received by the addressee.

Effect of Notice of Redemption.   When notice of redemption is required and given, and the conditions to any such redemption is satisfied the Series 1999C Bonds called for redemption are to become due and payable on the redemption date at the applicable redemption price; in such case when funds are deposited with the Trustee sufficient for redemption, interest on the Series 1999C Bonds to be redeemed ceases to accrue as of the date of redemption.

5.             Denominations; Transfer; Exchange.   The Series 1999C Bonds are in registered form without coupons in denominations of $1,000 or any integral multiple in excess thereof. An Owner may transfer or exchange Series 1999C Bonds in accordance with the Indenture. The Trustee may require an Owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Trustee need not register the transfer to or exchange of any Series 1999C Bond for the period beginning 15 days before mailing a notice of redemption of such Series 1999C Bond and ending on the redemption date.

6.             Persons Deemed Owners.   The Registered Owner of this Series 1999C Bond may be treated as the owner of it for all purposes.

7.             Unclaimed Money.   If money for the payment of principal, premium, if any, or interest remains unclaimed for six years, at the request of the Issuer the Trustee will pay the money to or for the account of the Company.  Thereafter, Owners entitled to the money must look only to the Company and not to the Trustee for payment unless an abandoned property law designates another person.

8.             Discharge Before Redemption or Maturity.   If the Company at any time deposits with the Trustee money or Governmental Obligations as described in the Indenture sufficient to pay at redemption or maturity the principal of and interest on all Series 1999C Bonds at the time Outstanding under the Indenture, and if the Company also pays or causes to be paid all other sums then payable by the Company pursuant to the terms of the Indenture, the lien of the Indenture with respect to the Series 1999C Bonds will be discharged.  After discharge, Series 1999C Bondholders must look only to the deposited money and securities for payment.

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Governmental Obligations are securities backed by the faith and credit of the United States, or securities evidencing ownership interest in such full-faith-and-credit securities.

9.             Additional Bonds.   Additional series of bonds may be issued in the future as provided in the Indenture and the Facility Lease Agreement.  No Series 1999C Bondholder consent is required in connection with the issuance of Additional Bonds.

10.           Amendment, Supplement, Waiver.   The Indenture, the Facility Lease Agreement or the Series 1999C Bonds may be amended or supplemented (including certain amendments which may be made without the consent of the Owners of the Series 1999C Bonds), and any past default or compliance with any provision may be waived, to the extent and in the circumstances permitted by the Indenture and the Facility Lease Agreement.

11.           Defaults and Remedies.   The Indenture provides that the occurrences of certain events constitute Events of Default. The Owner of this Series 1999C Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture.

12.           No Personal Liability.   No officer or employee of the Issuer shall be individually or personally liable for the payment of the interest or principal or redemption premiums, if any, on the Series 1999C Bonds. Each Series 1999C Bondholder by accepting a Series 1999C Bond waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Series 1999C Bonds.

13.           Authentication.   This Series 1999C Bond shall not be valid until the Trustee or an authenticating agent signs the certificate of authentication on the other side of this Series 1999C Bond.

14.           Abbreviations.   Customary abbreviations may be used in the name of a Series 1999C Bondholder or an assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (Custodian), and U/T/MA (Uniform Transfers to Minors Act).

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The Trustee will furnish to any Series 1999C Bondholder upon written request and without charge a copy of the Indenture. Requests may be made to:

SunTrust Bank, Central Florida National Association
225 East Robinson Street, Suite 250
Orlando, Florida 32801
Attention: Corporate Trust Department

IN WITNESS WHEREOF, the Village of Robbins, Cook County, Illinois has caused this bond to be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Village Clerk.

		VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS
		By:
			Village President
ATTEST:
By:
	Village President

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CERTIFICATE OF AUTHENTICATION

This is one of the Series 1999A Bonds referred to in the within-referenced Indenture.

Dated:	October 15, 1999
		SUNTRUST BANK, CENTRAL FLORIDA NATIONAL ASSOCIATION, as Trustee
		By:
			Authorized Signatory

ASSIGNMENT

For value received the undersigned sells, assigns and transfers unto                                                                                        the within bond and hereby irrevocably constitutes and appoints                                    attorney to transfer the said bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated

Signature Guarantee:

Signatory

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EXHIBIT D TO INDENTURE

[FORM OF SERIES 1999C BOND MATURING OCTOBER 15, 2024]

UNLESS THIS SERIES 1999C BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE ISSUER OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SERIES 1999C BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

STATE OF ILLINOIS
COUNTY OF COOK

VILLAGE OF ROBBINS
RESOURCE RECOVERY REVENUE BOND
(ROBBINS RESOURCE RECOVERY PARTNERS, L.P. PROJECT)
SERIES 1999C

NO. RC-2 $77,155,000

REGISTERED OWNER:	Cede & Co.
PRINCIPAL AMOUNT:	Seventy-Seven Million One Hundred Fifty-Five Thousand Dollars

MATURITY DATE	INTEREST RATE		DATED DATE	CUSIP
October 15, 2024	7.25	%	October 15, 1999	770222AM9

THE SERIES 1999C BONDS (HEREINAFTER DEFINED) ARE SPECIAL, LIMITED OBLIGATIONS OF THE VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS, PAYABLE SOLELY FROM AND SECURED BY THE TRUST ESTATE TO THE EXTENT AND IN THE MANNER PROVIDED IN THE INDENTURE DESCRIBED HEREIN.  NO HOLDER OF ANY OF THE SERIES 1999C BONDS HAS THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE VILLAGE OF ROBBINS OR OF THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE SERIES 1999C BONDS OR THE INTEREST HEREON.  THE SERIES 1999C BONDS HAVE BEEN ISSUED PURSUANT TO THE CONSTITUTION AND LAWS OF THE STATE OF ILLINOIS INCLUDING THE INDUSTRIAL PROJECT REVENUE BOND ACT, 65 ILCS 5/11-74-1 ET

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SEQ. THE SERIES 1999C BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE OF ROBBINS, THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF OR A LOAN OF THE CREDIT THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION.

THE SERIES 1999C BONDS ARE NOT SECURED BY PAYMENTS UNDER THE HEREINAFTER DEFINED FACILITY LEASE AGREEMENT.

The Village of Robbins, Cook County, Illinois, a home rule unit of local government duly organized and validly existing under the Constitution and laws of the State of Illinois (the “Issuer”), promises to pay, solely from the source described in this Series 1999C Bond, to the Registered Owner hereof, or registered assigns, the Principal Amount shown above on the Maturity Date stated above, or, if this Series 1999C Bond is called for earlier redemption as described herein, on the redemption date, and to pay interest solely from the source described in this Series 1999C Bond, from the date hereof on the balance of said Principal Amount from time to time remaining unpaid at the rate per annum shown above (computed on the basis of a 360-day year of twelve 30-day months) on April 15 and October 15 of each year, commencing April 15, 2000, until the payment of principal.

Principal of this Series 1999C Bond is payable in lawful money of the United States of America in the city of Orlando, Florida at the principal office of SunTrust Bank, Central Florida, National Association, as trustee or its successor or assigns (the “Trustee”).  Interest payments shall be made to the Registered Owner hereof as of the last day of the calendar month immediately preceding the month in which an interest payment date falls (the “Record Date”) by check or draft mailed to such Registered Owner at his address as it appears on the registration books of the Issuer maintained by the Trustee or at such other address as is furnished in writing by such Registered Owner to the Trustee on or prior to the Record Date, or, upon request by any Registered Owner of $1 million or more in aggregate principal amount of Series 1999C Bonds, by wire transfer to such Registered Owner pursuant to wire instructions reasonably satisfactory to the Trustee furnished to the Trustee prior to the Record Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Registered Owner hereof on such Record Date and may be paid to the person in whose name this Series 1999C Bond is registered at the close of business on a Special Record Date, which shall be determined as provided in the Indenture. If any payment on the Series 1999C Bonds is due on a non-Business Day, it will be made on the next Business Day, and no interest will accrue as a result.

1.             Indenture; Amended and Partially Restated Facility Lease Agreement.   This Series 1999C Bond is one of a series of bonds, limited to $95,000,000 in principal amount. Each Series 1999C Bond has been authorized by virtue of an ordinance adopted by the President and Board of Trustees of the Issuer on October 19, 1999.  The Series 1999C Bonds are secured pursuant to a Second Amended Mortgage, Security Agreement and Indenture of Trust between the Issuer and the Trustee dated as of October 15, 1999 and amended and restated as of the Initial Exchange Date (the “Indenture”).  Pursuant to the Indenture, the Issuer is also issuing its

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(i) Mandatorily Exchangeable Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999A (the “Series 1999A Bonds”) in the aggregate principal amount of $115,000,000; (ii) Mandatorily Exchangeable Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999B (the “Series 1999B Bonds”) in the aggregate principal amount of $45,000,000; and (iii) Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999D (the “Series 1999D Bonds”) in the aggregate principal amount of $18,000,000 (collectively, with the Series 1999C Bonds, the “1999 Bonds”).

Terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture. Series 1999C Bondholders are referred to the Indenture for a statement of those terms.

The Series 1999 Bonds are being issued in an exchange, in accordance with Section 2.02 of the Indenture for the “Exchanged 1994 Bonds” and the “Non-Consenting 1994 Bonds,” both as defined in the Indenture. The Exchanged 1994 Bonds and the Non-Consenting Bonds, (collectively, the “1994 Bonds”), were issued by the Issuer to finance a portion of the costs of equipping and installing certain recycling and waste-to-energy facilities designed to process municipal solid waste (the “Project”), to fund a portion of a debt service reserve account with respect to the 1994 Bonds, pay capitalized interest on the 1994 Bonds, and to pay the costs incurred in connection with the issuance of the 1994 Bonds. Neither the Issuer nor the Company will receive any cash proceeds from the issuance of the 1999 Bonds.

The Series 1999C Bonds have been issued by the Issuer in furtherance of the public purposes of, and pursuant to The Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq., as supplemented and amended, and in particular as supplemented by the Local Government Debt Reform Act, 30 ILCS 350/1 et seq., as supplemented and amended.

The 1999 Bonds are being issued in exchange for the outstanding 1994 Bonds which were discharged pursuant to the Order, confirming the Joint Prepackaged Chapter 11 Plan of Reorganization Proposed by RRRP Robins, Inc., Robbins Resource Recovery Partners, L.P., and RRP Illinois, Inc., issued on                             , 2000 by the United States Bankruptcy Court for the District of Delaware. The Initial Exchange Date, the date on which all the 1999 Bonds have been issued, fixed pursuant to the Order                    , 2000.

The Project is leased to Robbins Resource Recovery Partners, L.P., a Delaware limited partnership (the “Company”), pursuant to an Amended and Partially Restated Lease Agreement dated as of October 15, 1999, between the Issuer and the Company (the “Facility Lease Agreement”). The Company has agreed in the Facility Lease Agreement to pay the Issuer Rentals sufficient to pay all amounts coming due on the Series 1999A Bonds and the Series 1999B Bonds and the Issuer has assigned its rights to such payments under the Facility Lease Agreement to the Trustee as security for the Bonds, other than the Series 1999C Bonds and the Series 1999D Bonds, issued under the Indenture.

The Indenture may be amended, and references thereto include any such amendments.

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2.             Source of Payments.  The Series 1999C Bonds are limited obligations of the Issuer and, as provided in the Indenture, are payable, solely from the Exit Funding Payments and other moneys deposited in the accounts established under the Indenture for payment of the Series 1999C Bonds.  Exit Funding Payments are payable by Foster Wheeler Corporation under the Exit Funding Agreement between Foster Wheeler Corporation and the Trustee, dated as of October 15, 1999 and effective as of the Initial Exchange Date.

EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THE SERIES 1999C BONDS ARE NOT SECURED BY A MORTGAGE ON OR SECURITY INTEREST IN THE MORTGAGED PROPERTY GRANTED BY THE INDENTURE OR THE REVENUES.

3.             Method of Payment.  The Redemption Price of this Bond will be payable at the principal corporate trust office of the Trustee.  Interest will be paid to the registered owner hereof as of the Record Date by check mailed to such Owner’s registered address.  Principal and interest will be paid in money of the United States that at the time of payment is legal tender for payment of public and private debts or by checks or wire transfers payable in such money.  If any payment on the Series 1999C Bonds is due on a non-Business Day, it will be made on the next Business Day, and no interest will accrue as a result.

4.             Redemption.  The Series 1999C Bonds are subject to redemption prior to maturity as set forth in this Section.  Unless the Indenture or a supplemental indenture specifies otherwise, any partial redemption shall be on a pro rata basis.  In selecting portions of such Bonds for redemption, the Trustee shall treat each such Bond as representing that number of Bonds of the minimum Authorized Denomination which is obtained by dividing the principal amount of such Bond to be redeemed in part by the minimum Authorized Denomination for such Bonds.  If less than all of the 1999C Bonds are to be redeemed and such Bonds are held in book-entry only form, the Trustee shall direct the Securities Depository for such series of Bonds to select the particular Bonds or portions thereof to be redeemed in such a manner as to redeem such Bonds pro rata among all of its direct participants shown on the Securities Depository’s books to be holders of such Bonds.

Mandatory Sinking Fund Redemption.  This Series 1999C Bond is subject to redemption prior to maturity at a Redemption Price equal to the principal amount thereof, plus accrued interest, as provided in the Indenture, by application by the Trustee of funds on deposit to the credit of the Series 1999C Sinking Fund Installment Subaccount on October 15 in the years and in the principal amounts as follows:

Year	Principal Amount
2023	$	37,230,000
2024*	39,925,000

*Final Maturity

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Special Mandatory Redemption.  (a) The Series 1999C Bonds are subject to special mandatory redemption not later than 180 days after a Determination of Taxability at a Redemption Price of 100% of the principal amount of such Bonds being redeemed, plus, in any case, accrued interest, if any, to the redemption date.  Fewer than all of a Series 1999C Bonds may be redeemed if redemption of fewer than all Series 1999C Bonds would result in the interest payable on the Series 1999C Bonds remaining Outstanding being not includable in the gross income for Federal income tax purposes of any owner other than a “substantial user” or “related person.”  If the lien of the Indenture as to any Series 1999C Bonds is discharged prior to the occurrence of a Determination of Taxability, as described in paragraph 8 below, the Series 1999C Bonds will not be redeemed as described in this paragraph.

(b)  If no Series 1999D Bonds shall be Outstanding, the Series 1999C Bonds are subject to special mandatory redemption, in whole or in part, on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall make the following deposits to the credit of the Redemption Fund), at a Redemption Price of 100% of their principal amount, plus accrued interest to the redemption date on which the Series 1999C Bonds are to be redeemed from certain Litigation Proceeds from the Retail Rate Litigation at the sole discretion of Foster Wheeler Corporation.  The Retail Rate Litigation concerns electric rates for electricity produced by the Project as described in the Indenture.

(c)  The 1999C Bonds are subject to special mandatory redemption, pro rata with the 1999D Bonds, from moneys paid to the Trustee by the Delaware Trustee on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall receive such funds), provided, however, there are no Series 1999A Bonds and Series 1999B Bonds then Outstanding.

Special Optional Redemption.  The 1999C Bonds, along with the other 1999 Bonds, are subject to redemption in whole at the opinion of the Issuer on the date that is ten and one half (10¹/₂) years after the Initial Exchange Date at a Redemption Price of 100% of the principal amount of the Series 1999C Bonds being redeemed, plus accrued interest, if any, to the redemption date if there is to be a “change in use” to the effected under Treasury Regulation Section 1.141-12.  Less than all of the 1999 Bonds may be redeemed if, in the opinion of Bond Counsel (which opinion shall be delivered to the Trustee and the Issuer), redemption of all of the 1999 Bonds is not necessary to effect such change in use.  If less than all of the 1999 Bonds are to be redeemed, the Series 1999A Bonds and Series 1999B Bonds shall be redeemed before any Series 1999C Bonds or Series 1999D Bonds are redeemed if in the opinion of Bond Counsel, such order of redemption will not, in and of itself, cause a Determination of Taxability.

Notice of Redemption.  Not less than 30 days nor more than 60 days before each redemption date the Trustee will mail a notice of redemption by first-class mail, postage pre-paid to each Owner of Series 1999C Bonds to be redeemed at the addresses shown on the registration books of the Issuer maintained by the Trustee.  Failure to give any required notice of redemption as to any particular Bonds will not affect the validity of the call for redemption of any Bonds in

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respect of which no failure occurs.  Any notice mailed as provided in this paragraph will be conclusively presumed to have been given whether or not actually received by the addressee.

Effect of Notice of Redemption.  When notice of redemption is required and given, and the conditions to any such redemption is satisfied the Series 1999C Bonds called for redemption are to become due and payable on the redemption date at the applicable redemption price; in such case when funds are deposited with the Trustee sufficient for redemption, interest on the Series 1999C Bonds to be redeemed ceases to accrue as of the date of redemption.

5.             Denominations; Transfer; Exchange.  The Series 1999C Bonds are in registered form without coupons in denominations of $1,000 or any integral multiple in excess thereof.  An Owner may transfer or exchange Series 1999C Bonds in accordance with the Indenture.  The Trustee may require an Owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Trustee need not register the transfer to or exchange of any Series 1999C Bond for the period beginning 15 days before mailing a notice of redemption of such Series 1999C Bond and ending on the redemption date.

6.             Persons Deemed Owners.  The Registered Owner of this Series 1999C Bond may be treated as the owner of it for all purposes.

7.             Unclaimed Money.  If money for the payment of principal, premium, if any, or interest remains unclaimed for six years, at the request of the Issuer the Trustee will pay the money to or for the account of the Company.  Thereafter, Owners entitled to the money must look only to the Company and not to the Trustee for payment unless an abandoned property law designates another person.

8.             Discharge Before Redemption or Maturity.  If the Company at any deposits with the Trustee money or Governmental Obligations as described in the Indenture sufficient to pay at redemption or maturity the principal of and interest on all Series 1999C Bonds at the time Outstanding under the Indenture, and if the Company also pays or causes to be paid all other sums then payable by the Company pursuant to the terms of the Indenture, the lien of the Indenture with respect to the Series 1999C Bonds will be discharged.  After discharge, Series 1999C Bondholders must look only to the deposited money and securities for payment.  Governmental Obligations are securities backed by the faith and credit of the United States, or securities evidencing ownership interest in such full-faith-and-credit securities.

9.             Additional Bonds.  Additional series of bonds may be issued in the future as provided in the Indenture and the Facility Lease Agreement.  No Series 1999C Bondholder consent is required in connection with the issuance of Additional Bonds.

10.           Amendment, Supplement, Waiver.  The Indenture, the Facility Lease Agreement or the Series 1999C Bonds may be amended or supplemented (including certain amendments which may be made without the consent of the Owners of the Series 1999C Bonds), and any past

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default or compliance with any provision may be waived, to the extent and in the circumstances permitted by the Indenture and the Facility Lease Agreement.

11.           Defaults and Remedies.  The Indenture provides that the occurrences of certain events constitute Events of Default.  The Owner of this Series 1999C Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture.

12.           No Personal Liability.  No officer or employee of the Issuer shall be individually or personally liable for the payment of the interest or principal or redemption premiums, if any, on the Series 1999C Bonds.  Each Series 1999C Bondholder by accepting a Series 1999C Bond waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Series 1999C Bonds.

13.           Authentication.  This Series 1999C Bond shall not be valid until the Trustee or an authenticating agent signs the certificate of authentication on the other side of this Series 1999C Bond.

14.           Abbreviations.  Customary abbreviations may be used in the name of a Series 1999C Bondholder or an assignee, such as TEN COM (tenants in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (Custodian), and U/T/MA (Uniform Transfers to Minors Act).

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The Trustee will furnish to any Series 1999C Bondholder upon written request and without charge a copy of the Indenture.  Requests may be made to:

SunTrust Bank, Central Florida National Association
225 East Robinson Street, Suite 250
Orlando, Florida 32801
Attention: Corporate Trust Department

IN WITNESS WHEREOF, the Village of Robbins, Cook County, Illinois has caused this bond to be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Village Clerk.

		VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS
		By:
			Village President
ATTEST:
By:
	Village President

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CERTIFICATE OF AUTHENTICATION

This is one of the Series 1999A Bonds referred to in the within-referenced Indenture.

Dated:  October 15, 1999

SUNTRUST BANK, CENTRAL FLORIDA NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

ASSIGNMENT

For value received the undersigned sells, assigns and transfers unto                                                                  the within bond and hereby irrevocably constitutes and appoints                                  attorney to transfer the said bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated
Signature Guarantee:
	Signatory

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EXHIBIT E

FORM OF SERIES 1999D BONDS

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Exhibit E to Indenture

[FORM OF SERIES 1999D BOND]

UNLESS THIS SERIES 1999D BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST PARTNERSHIP,  A NEW YORK CORPORATION (“DTC”) TO THE ISSUER OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SERIES 1999D BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC).  ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

STATE OF ILLINOIS
COUNTY OF COOK

VILLAGE OF ROBBINS
RESOURCE RECOVERY REVENUE BOND
(ROBBINS RESOURCE RECOVERY PARTNERS, L.P. PROJECT)
SERIES 1999D

NO. RD-1

REGISTERED OWNER: Cede & Co.

ORIGINAL PRINCIPAL AMOUNT:  Eighteen Million Dollars ($18,000,000)

ACCRETED AMOUNT

DUE AT MATURITY: Thirty-five Million Eight Hundred Sixteen Thousand Six Hundred Eighteen Dollars and Ninety-One Cents ($35,816,618.91)

MATURITY DATE	YIELD TO MATURITY		DATED DATE	CUSIP
October 15, 2009	7.0	%	October 15, 1999	770222AN7

THE SERIES 1999D BONDS (HEREINAFTER DEFINED) ARE SPECIAL, LIMITED OBLIGATIONS OF THE VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS. PAYABLE SOLELY FROM AND SECURED BY THE TRUST ESTATE TO THE EXTENT AND IN THE MANNER PROVIDED IN THE INDENTURE DESCRIBED HEREIN.  NO HOLDER

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OF ANY OF THE SERIES 1999D BONDS HAS THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE VILLAGE OF ROBBINS OR OF THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE SERIES 1999D BONDS OR THE INTEREST HEREON.  THE SERIES 1999D BONDS HAVE BEEN ISSUED PURSUANT TO THE CONSTITUTION AND LAWS OF THE STATE OF ILLINOIS INCLUDING THE INDUSTRIAL PROJECT REVENUE BOND ACT, 65 ILCS 5/11-74-1 ET SEQ.  THE SERIES 1999D BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE OF ROBBINS, THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF OR A LOAN OF THE CREDIT THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION.

THE SERIES 1999D BONDS ARE NOT SECURED BY PAYMENTS UNDER THE HEREINAFTER DEFINED FACILITY LEASE AGREEMENT.

The Village of Robbins, Cook County, Illinois, a home rule unit of local government duly organized and validly existing under the Constitution and laws of the State of Illinois (the “Issuer”), promises to pay, solely from the source described in this Series 1999D Bond, to the Registered Owner hereof, or registered assigns, the Accreted Amount (hereinafter defined) on the Maturity Date stated above, or, if this Series 1999D Bond is called for earlier redemption as described herein, on the redemption date, the Accreted Amount as of such date consisting of the Original Principal Amount set forth above, compounded on each April 15 and October 15 of each year during the period from the Original Issue Date to the redemption date and determined by reference to accretion tables contained in Exhibit A hereto.

Principal and Redemption Price of this Series 1999D Bond are payable in lawful money of the United States of America at the principal office, in the city of Orlando, Florida, of SunTrust Bank, Central Florida, National Association, as trustee or its successor or assigns (the “Trustee”).  If any payment on the Series 1999D Bonds is due on a non-Business Day, it will be made on the next Business Day, and no interest will accrue as a result.

1.             Indenture; Amended and Partially Restated Facility Lease Agreement.  This Series 1999D Bond is one of a series of bonds.  Each Series 1999D Bond has been authorized by virtue of an ordinance adopted by the President and Board of Trustees of the Issuer on October 19, 1999.  The Series 1999D Bonds are secured pursuant to the Second Amended Mortgage, Security Agreement and Indenture of Trust dated as of October 15, 1999, between the Issuer and the Trustee (the “Indenture”)and effective as of the Initial Exchange Date.  Pursuant to the Indenture, the Issuer is also issuing its (i) Mandatorily Exchangeable Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999A (the “Series 1999A Bonds”) in the aggregate principal amount of $115,000,000; (ii) Mandatorily Exchangeable Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1999B (the “Series 1999B Bonds”) in the aggregate principal amount of $45,000,000; and (iii) Resource Recovery Revenue Bonds (Robbins Resource Recovery

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Partners, L.P. Project) Series 1999C (the “Series 1999C Bonds”) in the aggregate principal amount of $95,000,000 (collectively, with the Series 1999D Bonds, the “1999 Bonds”).

Terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.  Series 1999D Bondholders are referred to the Indenture for a statement of those terms.

The Series 1999 Bonds are being issued in an exchange, in accordance with Section 2.02 of the Indenture for the “Exchanged 1994 Bonds” and the “Non-Consenting 1994 Bonds,” both as defined in the Indenture.  The Exchanged 1994 Bonds and the Non-Consenting Bonds, (collectively, the “1994 Bonds”), were issued by the Issuer to finance a portion of the costs of equipping and installing certain recycling and waste-to-energy facilities designed to process municipal solid waste (the “Project”), to fund a portion of a debt service reserve account with respect to the 1994 Bonds, pay capitalized interest on the 1994 Bonds, and to pay the costs incurred in connection with the issuance of the 1994 Bonds.  Neither the Issuer nor the Company will receive any cash proceeds from the issuance of the 1999 Bonds.

The Series 1999D Bonds have been issued by the Issuer in furtherance of the public purposes of, and pursuant to The Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq., as supplemented and amended, and in particular as supplemented by the Local Government Debt Reform Act, 30 ILCS 350/1 et seq., as supplemented and amended.

The 1999 Bonds are being issued in exchange for the outstanding 1994 Bonds pursuant to the Order, confirming the Joint Prepackaged Chapter 11 Plan of Reorganization Proposed by RRRP Robins, Inc., Robbins Resource Recovery Partners, L.P., and RRRP Illinois, Inc., dated                    , 2000 of the United States Bankruptcy Court for the District of Delaware.  The Initial Exchange Date, the date on which all the 1999 Bonds have been issued, fixed pursuant to the Order is                    , 2000.

The Project is leased to Robbins Resource Recovery Partners, L.P., a Delaware limited partnership (the “Company”), pursuant to an Amended and Partially Restated Lease Agreement dated as of October 15, 1999, between the Issuer and the Company (the “Facility Lease Agreement”).  The Company has agreed in the Facility Lease Agreement to pay the Issuer Rentals sufficient to pay all amounts coming due on the Series 1999A Bonds and the Series 1999B Bonds and the Issuer has assigned its rights to such payments under the Facility Lease Agreement to the Trustee as security for the Bonds, other than the Series 1999C Bonds and the Series 1999D Bonds, issued under the Indenture.

The Indenture and the Facility Lease Agreement may be amended, and references to them include any amendments.

THIS BOND IS A CAPITAL APPRECIATION BOND AND SHALL NOT BEAR INTEREST.  The Principal Amount of this Bond shall accrete until maturity, early redemption or acceleration to the amounts specified in Exhibit A to this Bond (the “Accreted Amount”).

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In the event of an acceleration of the Series 1999D Bonds upon the occurrence of an event of default under the Indenture, the amount payable with respect to this Bond will be equal to its then current Accreted Amount, rounded down to the nearest dollar incremental amount.

The Accreted Amount of a Capital Appreciation Bond is deemed to be its principal amount whenever the Indenture requires the principal of Outstanding Series 1999D Bonds to be calculated for purposes of giving notices, consents, requests or demands of registered owners thereof or selecting bonds for redemption.

2.             Source of Payments.  The Series 1999D Bonds are limited obligations of the Issuer and, as provided in the Indenture, are payable, solely from the Litigation Proceeds upon the occurrence of a Litigation Event, Exit Funding Payments and other moneys deposited in the accounts established under the Indenture for payment of the Series 1999D Bonds.  A Litigation Event occurs if any Litigation Proceeds, as defined in the Indenture, is actually received as a result of, or relating to the litigation referred to in the Indenture as the Retail Rate Litigation.  The Retail Rate Litigation concerns electric rates for electricity produced by the Project (hereafter defined).  Exit Funding Payments are payable by Foster Wheeler Corporation under the Exit Funding Agreement between Foster Wheeler Corporation and the Trustee, dated as of October 15, 1999 and effective as of the Initial Exchange Date.

EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, THE SERIES 1999D BONDS ARE NOT SECURED BY THE TRUST ESTATE GRANTED BY THE ISSUER UNDER THE INDENTURE.

3.             Method of Payment.  The Principal or Redemption Price of this Bond will be payable at the principal corporate trust office of the Trustee and will be paid to the registered owner hereof as of the Record Date upon surrender of this Bond.  Such amounts will be paid in money of the United States that at the time of payment is legal tender for payment of public and private debts or by checks or wire transfers payable in such money.  If any payment on the Series 1999D Bonds is due on a non-Business Day, it will be made on the next Business Day, and no additional amount will accrete as a result of such later payment.

4.             Redemption.  The Series 1999D Bonds are subject to redemption prior to maturity as set forth in this Section.  Unless the Indenture or a supplemental indenture specifies otherwise, any partial redemption shall be on a pro rata basis.  In selecting portions of such Bonds for redemption, the Trustee shall treat each such Bond as representing that number of Bonds of the minimum Authorized Denomination which is obtained by dividing the principal amount of such Bond to be redeemed in part by the minimum Authorized Denomination for such Bonds.  If less than all of the 1999D Bonds are to be redeemed and such Bonds are held in book-entry only form, the Trustee shall direct the Securities Depository for such series of Bonds to select the particular Bonds or portions thereof to be redeemed in such a manner as to redeem such Bonds pro rata among all of its direct Participants shown on the Securities Depository’s books to be holders of such Bonds in accordance with their relative ownership of such Bonds.

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Special Mandatory Redemption.  (a)  The Series 1999D Bonds are subject to special mandatory redemption, in whole or in part, on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall make the following deposits to the credit of the Redemption Fund), at a Redemption Price of 100% of their Accreted Amount to the redemption date on which the Series 1999D Bonds are to be redeemed the Trustee shall transfer moneys in the Retail Rate Litigation Proceeds Fund to the Series 1999D Bonds Redemption Account in the Redemption Fund after receipt of Litigation Proceeds for such purpose as provided in the Indenture.

(b)  The Series 1999D Bonds are subject to special mandatory redemption not later than 180 days after a Determination of Taxability at a Redemption Price of 100% of the Accreted Amount of such Bonds being redeemed on the redemption date.  Fewer than all of the Series 1999D Bonds may be redeemed if redemption of fewer than all Series 1999D Bonds would result in the deemed interest payable on the Series 1999D Bonds remaining Outstanding being not includable in the gross income for Federal income tax purposes of any owner other than a “substantial user” or “related person.”  If the lien of the Indenture as to all or a portion of the Series 1999D Bonds is discharged prior to the occurrence of a Determination of Taxability, as described in paragraph 8 below, such Series 1999D Bonds will not be redeemed as described in this paragraph.

(c)  The 1999D Bonds are subject to special mandatory redemption, pro rata with the 1999C Bonds, from moneys paid to the Trustee by the Delaware Trustee pursuant to Section 4.01 of the DBT Trust Agreement on the earliest practicable date (which date shall not be less than 45 days from the date the Trustee shall receive such funds), provided, however, there are no Series 1999A Bonds and Series 1999B Bonds then Outstanding.

Special Optional Redemption.  The 1999D Bonds, along with the other 1999 Bonds, are subject to redemption in whole at the option of the Issuer on the date that is ten and one half (10¹/₂) years after the Initial Exchange Date at a Redemption Price of 100% of the principal amount of the Series 1999D Bonds being redeemed, plus accrued interest, if any, to the redemption date if there is to be a “change in use” to be effected under Treasury Regulation Section 1.141-12.  Less than all of the 1999 Bonds may be redeemed if, in the opinion of Bond Counsel (which opinion shall be delivered to the Trustee and the Issuer), redemption of less than all of the 1999 Bonds is necessary to effect such change in use.  If less than all of the 1999 Bonds are to be redeemed, the Series 1999A Bonds and Series 1999B Bonds shall be redeemed before any Series 1999C Bonds or Series 1999D Bonds are redeemed if in the opinion of Bond Counsel, such order of redemption will not, in and of itself, cause a Determination of Taxability.

Notice of Redemption.  Not less than 30 days nor more than 60 days before each redemption date the Trustee will mail a notice of redemption by first-class mail, postage pre-paid to each Owner of Series 1999D Bonds to be redeemed at the addresses shown on the registration books of the Issuer maintained by the Trustee.  Failure to give any required notice of redemption as to any particular Bonds will not affect the validity of the call for redemption of any Bonds in

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respect of which no failure occurs.  Any notice mailed as provided in this paragraph will be conclusively presumed to have been given whether or not actually received by the addressee.

Effect of Notice of Redemption.  When notice of redemption is required and given, and the conditions to any such redemption is satisfied the Series 1999D Bonds called for redemption are to become due and payable on the redemption date at the applicable redemption price; in such case when funds are deposited with the Trustee sufficient for redemption on the Series 1999D Bonds to be redeemed ceases to accrue as of the date of redemption.

3.  Denominations; Transfer; Exchange.  The Series 1999D Bonds are in registered form without coupons and shall be in the minimum Authorized Denominations or any integral multiple thereof and shall be numbered consecutively but need not be authenticated or delivered in consecutive order.  The Owner may transfer or exchange Series 1999D Bonds in accordance with the Indenture.  The Trustee may require an Owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Trustee need not register the transfer or exchange of any Series 1999D Bond for the period beginning 15 days before mailing a notice of redemption of such Series 1999D Bond and ending on the redemption date.

4.  Persons Deemed Owners.  The Registered Owner of this Series 1999D Bond may be treated as the owner of it for all purposes.

5.  Unclaimed Money.  If money for the payment of the Accreted Amount, principal, premium, if any, or interest remains unclaimed for six years, at the request of the Issuer the Trustee will pay the money to or for the account of the Company.  After that, Owners entitled to the money must look only to the Company and not to the Trustee for payment unless an abandoned property law designates another person.

6.  Discharge Before Redemption or Maturity.  If the Company at any time deposits with the Trustee money or Governmental Obligations as described in the Indenture sufficient to pay at redemption or maturity the Accreted Amount on all Series 1999D Bonds at the time Outstanding under the Indenture, and if the Company also pays or causes to be paid all other sums then payable by the Company pursuant to the terms of the Indenture, the lien of the Indenture with respect to the Series 1999D Bonds will be discharged.  After discharge, Series 1999D Bondholders must look only to the deposited money and securities for payment.  Governmental Obligations are securities backed by the faith and credit of the United States, or securities evidencing ownership interest in such full-faith-and-credit securities.

7.  Additional Bonds.  Additional series of Bonds may be issued in the future as provided in the Indenture and the Facility Lease Agreement.  No Series 1999D Bondholder consent is required in connection with the issuance of Additional Bonds.

8.  Amendment, Supplement, Waiver.  The Indenture, the Facility Lease Agreement or the Series 1999D Bonds may be amended or supplemented (including certain amendments which may be made without the consent of the Owners of the Series 1999D Bonds), and any past

E-6

default or compliance with any provision may be waived, to the extent and in the circumstances permitted by the Indenture and the Facility Lease Agreement.

9.  Defaults and Remedies.  The Indenture provides that the occurrences of certain events constitute Events of Default.  The Owner of this Series 1999D Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture.

10.  No Personal Liability.  No officer or employee of the Issuer shall be individually or personally liable for the payment of the interest or principal or redemption premiums, if any, on the Series 1999D Bonds.  Each Series 1999D Bondholder by accepting a Series 1999D Bond waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Series 1999D Bonds.

11.  Authentication.  This Series 1999D Bond shall not be valid until the Trustee or an authenticating agent signs the certificate of authentication on the other side of this Series 1999D Bond.

12.  Abbreviations.  Customary abbreviations may be used in the name of a Series 1999D Bondholder or an assignee, such as TEN COM (tenants in common),  TEN ENT (tenants by the entireties),  JT TEN (joint tenants with right of survivorship and not as tenants in common),  CUST (Custodian), and U/T/MA (Uniform Transfers to Minors Act).

E-7

The Trustee will furnish to any Series 1999D Bondholder upon written request and without charge a copy of the Indenture.  Requests may be made to:

SunTrust Bank, Central Florida National Association

225 East Robinson Street, Suite 250

Orlando, Florida 32801

Attention:  Corporate Trust Department

IN WITNESS WHEREOF, the Village of Robbins, Cook County, Illinois has caused this bond to be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Village Clerk.

		VILLAGE OF ROBBINS, COOK COUNTY, ILLINOIS
		By:
			Village President
ATTEST:
By:
	Village President

E-8

CERTIFICATE OF AUTHENTICATION

This is one of the Series 1999A Bonds referred to in the within-referenced Indenture.

Dated:  October 15, 1999
	SUNTRUST BANK, CENTRAL FLORIDA NATIONAL ASSOCIATION, as Trustee
	By:
		Authorized Signatory

ASSIGNMENT

For value received the undersigned sells, assigns and transfers unto                                                                   the within bond and hereby irrevocably constitutes and appoints                                       attorney to transfer the said bond on the books kept for registration thereof, with full power of substitution in the premises.

	Dated
Signature Guarantee:
		Signatory

E-9

EXHIBIT F

LAYDOWN SITE

LEGAL DESCRIPTION OF LAYDOWN SITE

THAT PART OF JAMES J. SMITH AND COMPANY’S SECOND ADDITION TO CLAIRMOUNT, (BEING A SUBDIVISION OF LOT 3 IN ENGELLAND’S SUBDIVISION OF THE EAST ¹/₂ OF THE SOUTHEAST ¹/₄ OF SECTION 35, TOWNSHIP 37 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY ILLINOIS), AS PER PLAT THEREOF RECORDED IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS ON MAY 3 1893, AS DOCUMENT # 1860792, BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF LOT 108 IN BLOCK 1 IN THE AFOREDESCRIBED SUBDIVISION; THENCE S.00-13’-31”E., ALONG THE WEST LINE OF BLOCK 1 (SAID LINE ALSO BEING THE PRESENT EAST RIGHT-OF-WAY LINE OF SAWYER AVENUE) IN THE AFOREDESCRIBED SUBDIVISION, FOR A DISTANCE OF 50.00 FEET TO THE NORTHWEST CORNER OF LOT 110 IN SAID BLOCK 1; THENCE N.90-00’-00”W., FOR A DISTANCE OF 332.79 FEET TO THE SOUTHWEST CORNER OF LOT 230 IN BLOCK 4 IN THE AFOREDESCRIBED SUBDIVISION (SAID POINT ALSO BEING ON THE EAST RIGHT-OF-WAY LINE OF SPAULDING AVENUE); THENCE S.00-30’-35”E., ON THE LAST DESCRIBED LINE, FOR A DISTANCE OF 86.00 FEET TO A POINT ON A LINE WHICH IS THE EASTERLY PROLONGATION OF A LINE 11.00 FEET SOUTH OF AND PARALLEL WITH THE SOUTH LINE OF LOTS 353 AND 264 IN BLOCK 5 IN THE AFOREDESCRIBED SUBDIVISION; THENCE N.90-00’-00”W., ON THE LAST DESCRIBED LINE FOR A DISTANCE OF 269.81 FEET TO A POINT ON A LINE 63.00 FEET EAST OF AND PARALLEL WITH THE EAST LINE OF SAID BLOCK 5 (SAID LINE ALSO BEING THE EAST RIGHT-OF-WAY LINE OF TURNER AVENUE); THENCE S.00-29’-40”E., ON THE LAST DESCRIBED LINE, FOR A DISTANCE OF 374.00 FEET TO A POINT ON THE SOUTH LINE OF SAID BLOCK 5 (SAID LINE ALSO BEING THE NORTH RIGHT-OF-WAY LINE OF 135^TH STREET); THENCE N.90-00’-00”W., ON THE LAST DESCRIBED LINE, FOR A DISTANCE OF 395.91 FEET TO THE SOUTHWEST CORNER OF BLOCK 8 IN THE AFOREDESCRIBED SUBDIVISION; THENCE N.00-28’-46”W., ALONG THE WEST LINE OF SAID BLOCK 8 (SAID LINE ALSO BEING THE EAST RIGHT-OF-WAY LINE OF HOMAN AVENUE), FOR A DISTANCE OF 510.00 FEET TO THE NORTHWEST CORNER OF LOT 469 IN SAID BLOCK 8; THENCE N.90-00-00”E. FOR A DISTANCE OF 998.34 FEET, TO THE POINT OF THE BEGINNING, ALL IN COOK COUNTY ILLINOIS.

Laydown Site Lease

Dated as of October 15, 1999

F-1

EXHIBIT G

TRANSFER STATION SITE

CHICAGO TITLE INSURANCE COMPANY
OWNER’S POLICY (1990)
SCHEDULE A

POLICY NO.: 1401 007523503 D1

5.THE LAND REFERRED TO IN THIS POLICY IS DESCRIBED AS FOLLOWS:

PARCEL 1:

A PARCEL OF LAND LYING AND BEING IN THE SOUTHWEST 1/4 OF SECTION 5 AND THE NORTHWEST 1/4 OF SECTION 8, TOWNSHIP 38 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN, BEING MORE PARTICULARLY DECRIBED AS FOLLOWS:

COMMENCING AT THE CENTER OF SECTION 5 ; THENCE SOUTH 01 DEGREE 03 MINUTES 03.4 SECONDS EAST ALONG AND UPON THE NORTH - SOUTH 1/4 LINE OF SAID SECTION, FOR A DISTANCE OF 1983.657 FEET TO A POINT OF BEGINNING; THENCE CONTINUE SOUTH 01 DEGREE 03 MINUTES 03.4 SECONDS EAST FOR A DISTANCE OF 45.213 FEET; THENCE ALONG A CURVE CONCAVE TO THE SOUTH, BEING 43.000 FEET NORTHWESTERLY AND EQUIDISTANT TO THE CENTERLINE OF THE EXISTING NORTHWESTERLY TRACK, AN ARC DISTANCE OF 140.636 FEET, A RADIUS OF 5857.131 FEET, AND A CHORD WHICH BEARS SOUTH 60 DEGREES, 48 MINUTES 35.1 SECONDS WEST FOR A DISTANCE OF 140.632 FEET; THENCE SOUTH 60 DEGREES 07 MINUTES 18.8 SECONDS WEST ALONG A LINE BEING 43.000 FEET NORTHWESTERLY AND PARALLEL TO THE EXISTING CENTERLINE OF SAID TRACK, FOR A DISTANCE OF 528.874 FEET; THENCE ALONG A CURVE CONCAVE TO THE NORTH, BEING 43.000 FEET NORTHWESTERLY AND EQUIDISTANT TO THE CENTERLINE OF SAID TRACK, AN ARC DISTANCE OF 488.668 FEET, A RADIUS OF 3847.000 FEET, AND A CHORD WHICH BEARS SOUTH 63 DEGREES 45 MINUTES 39.3 SECONDS WEST FOR A DISTANCE OF 488.340 FEET; THENCE SOUTH 67 DEGREES 23 MINUTES 59.7 SECONDS WEST ALONG A LINE BEING 43.000 FEET NORTHWESTERLY AND PARALLEL TO SAID CENTERLINE OF SAID TRACK, FOR A DISTANCE OF 536.055 FEET: THENCE NORTH 22 DEGREES 17 MINUTES 53.9 SECONDS WEST FOR A DISTANCE OF 165.162 FEET;  THENCE NORTH 67 DEGREES 42 MINUTES 06.1 SECONDS EAST FOR A DISTANCE OF 1703.486 FEET TO THE POINT OF BEGINNING                            .

PARCEL 3:

A 30.00 FOOT WIDE INGRESS AND EGRESS EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED BY LICENSE FOR ROADWAY ON RIGHT-OF-WAY DATED MARCH 21, 1996 AND RECORDED MARCH 22, 1996 AS DOCUMENT NO. 96221876 AND BY AGREEMENT FOR PRIVATE CROSSING DATED MARCH 21, 1996 AND RECORDED MARCH 22, 1996 AS DOCUMENT NO. 96221875, LYING ENTIRELY ON AT & SF RY PROPERY, LYING AND BEING IN THE NORTHWEST 1/4 OF SECTION 8, AND THE NORTHEAST 1/4 OF SECTION 7, TOWNSHIP 38 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPLE MERIDIAN, AND WHICH 30.00 WIDE EASEMENT IS DESCRIBED AS BEING 15.00 FEET ON EACH SIDES OF THE FOLLOWING DESCRIBED CENTERLINE:

COMMENCING AT THE CENTER OF SECTION 5, TOWNSHIP 38 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPLE MERIDIAN; THENCE SOUTH 01 DEGREE 03 MINUTES 03 SECONDS EAST ALONG AND UPON THE NORTH-SOUTH 1/4 LINE OF SAID SECTION, FOR A DISTANCE OF 1983.66 FEET; THENCE CONTINUE SOUTH 01 DEGREE 03 MINUTES 03 SECONDS EAST FOR A DISTANCE OF 45.21 FEET; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE SOUTH, BEING 43.00 FEET NORTHWESTERLY AND EQUIDISTANT TO THE CENTERLINE OF THE EXISTING NORTHWESTERLY TRACK, FOR AN ARC DISTANCE OF 140.64 FEET, WITH A RADIUS OF 5857.13 FEET, AND WITH

CONTINUED ON NEXT PAGE

THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED.

CHICAGO TITLE INSURANCE COMPANY
OWNER’S POLICY (1990)
SCHEDULE A (continued)

POLICY NO.: 1401 007523503 D1

A CHORD WHICH BEARS SOUTH 60 DEGREES 48 MINUTES 35 SECONDS WEST FOR A DISTANCE OF 140.63 FEET; THENCE SOUTH 60 DEGREES 07 MINUTES 19 SECONDS WEST ALONG A LINE BEING 43.00 FEET NORTHWESTERLY AND PARALLEL TO THE EXISTING CENTERLINE OF SAID TRACK, FOR A DISTANCE OF 528.87 FEET; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE NORTH, BEING 43.00 FEET NORTHWESTERLY AND EQUIDISTANT TO THE CENTERLINE OF SAID TRACK, FOR AN ARC DISTANCE OF 488.67 FEET, WITH A RADIUS OF 3847.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 63 DEGREES 45 MINUTES 39 SECONDS WEST FOR A DISTANCE OF 488.34 FEET; THENCE SOUTH 67 DEGREES 24 MINUTES 00 SECONDS WEST ALONG A LINE BEING 43.00 FEET NORTHWESTERLY AND PARALLEL TO SAID CENTERLINE OF SAID TRACK, FOR A DISTANCE OF 536.06 FEET; THENCE NORTH 22 DEGREES 17 MINUTES 54 SECONDS WEST FOR A DISTANCE OF 15.00 FEET TO THE POINT-OF-BEGINNING OF SAID CENTERLINE; THENCE SOUTH 67 DEGREES 24 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 1618.60 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 52.95 FEET, WITH A RADIUS OF 1018.35 FEET, AND WITH A CHORD WHICH BEARS SOUTH 68 DEGREES 53 MINUTES 22 SECONDS WEST FOR A DISTANCE OF 52.94 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 31.40 FEET, WITH A RADIUS OF 40.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 47 DEGREES 53 MINUTES 22 SECONDS WEST FOR A DISTANCE OF 30.60 FEET; THENCE SOUTH 25 DEGREES 24 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 119.38 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT, TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF THE ORIGINAL 100-FOOT WIDE AT & SF RY RIGHT-OF-WAY, FOR AN ARC DISTANCE OF 23.94 FEET, WITH A RADIUS OF 40.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 42 DEGREES 32 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 23.58 FEET TO THE POINT-OF-TERMINUS OF SAID EASEMENT, ALL IN COOK COUNTY, STATE OF ILLINOIS.

ALSO

THAT PORTION OF A 30.00-FOOT WIDE INGRESS AND EGRESS EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED BY LICENSE FOR ROADWAY ON RIGHT-OF-WAY DATED MARCH 21, 1996 AND RECORDED MARCH 22, 1996 AS DOCUMENT NO. 96221876, LYING ENTIRELY ON THE AT & SF RY PROPERTY, LYING AND BEING IN THE NORTHEAST 1/4 AND THE NORTHWEST 1/4 OF SECTION 7, TOWNSHIP 38 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPLE MERIDIAN, AND WHICH 30.00-FOOT WIDE EASEMENT IS DESCRIBED AS BEING 15.00 FEET ON EACH SIDES OF THE FOLLOWING DESCRIBED CENTERLINE:

COMMENCING AT THE CENTER OF SECTION 5, TOWNSHIP 38 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPLE MERIDIAN; THENCE SOUTH 01 DEGREE 03 SECONDS EAST ALONG AND UPON THE NORTH-SOUTH 1/4 LINE OF SAID SECTION, FOR A DISTANCE OF 1983.66 FEET; THENCE CONTINUE SOUTH 01 DEGREE 03 MINUTES 03 SECONDS EAST FOR A DISTANCE OF 45.21 FEET; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE SOUTH, BEING 43.00 FEET NORTHWESTERLY AND EQUIDISTANT TO THE CENTERLINE OF THE EXISTING NORTHWESTERLY TRACK, FOR AN ARC DISTANCE OF 140.64 FEET, WITH A RADIUS OF 5857.13 FEET, AND WITH A CHORD WHICH BEARS SOUTH 60 DEGREES 48 MINUTES 35 SECONDS WEST FOR A DISTANCE OF 140.63 FEET; THENCE SOUTH 60 DEGREES 07 MINUTES 19 SECONDS WEST ALONG A LINE BEING 43.00 FEET NORTHWESTERLY AND PARALLEL TO THE EXISTING CENTERLINE OF SAID TRACK, FOR A DISTANCE OF 528.87 FEET; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE NORTH, BEING 43.00 FEET NORTHWESTERLY AND EQUIDISTANT TO THE CENTERLINE OF SAID TRACK, FOR AN ARC DISTANCE OF 488.67 FEET, WITH A RADIUS OF 3847.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 63 DEGREES 45 MINUTES 39 SECONDS WEST FOR A DISTANCE OF 488.34 FEET; THENCE SOUTH 67 DEGREES 24 MINUTES 00 SECONDS WEST ALONG A LINE BEING 43.00 FEET NORTHWESTERLY AND PARALLEL TO SAID CENTERLINE OF SAID TRACK, FOR A DISTANCE OF 486.14

THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED.

2

CHICAGO TITLE INSURANCE COMPANY
OWNER’S POLICY (1990)
SCHEDULE A (continued)

POLICY NO.: 1401 007523503 D1

FEET; THENCE SOUTH 22 DEGREES 36 MINUTES 00 SECONDS EAST FOR A DISTANCE OF 15.00 FEET; THENCE SOUTH 67 DEGREES 24 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 1668.44 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 83.04 FEET, WITH A RADIUS OF 1048.35 FEET, AND WITH A CHORD WHICH BEARS SOUTH 69 DEGREES 40 MINUTES 10 SECONDS WEST FOR A DISTANCE OF 83.02 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 32.49 FEET, WITH A RADIUS OF 40.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 48 DEGREES 40 MINUTES 10 SECONDS WEST FOR A DISTANCE OF 31.60 FEET; THENCE SOUTH 25 DEGREES 24 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 77.51 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT, TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF THE ORIGINAL 100-FOOT WIDE AT & SF RIGHT-OF-WAY, FOR AN ARC DISTANCE OF 23.94 FEET, WITH A RADIUS OF 40.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 42 DEGREES 32 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 23.58 FEET; THENCE CONTINUING ALONG AND UPON SAID PREVIOUS CURVES FOR AN ARC DISTANCE OF 5.39 FEET, WITH A RADIUS OF 40.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 63 DEGREES 32 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 5.38 FEET; THENCE SOUTH 67 DEGREES 24 MINUTES 00 SECONDS WEST FOR A DISTANCE 213.81 FEET; THENCE ALONG THE ARC OF THE CURVE TO THE RIGHT FOR AN ARC DISTANCE 244.55 FEET, WITH A RADIUS OF 275.35 FEET, AND WITH A CHORD WHICH BEARS NORTH 87 DEGREES 09 MINUTES 25 SECONDS WEST FOR A DISTANCE OF 236.59 FEET; THENCE NORTH 61 DEGREES 42 MINUTES 51 SECONDS WEST FOR A DISTANCE OF 177.32 FEET TO A POINT ON SAID CENTERLINE WHICH DEFINES THE INTERSECTION OF SAID CENTERLINE WITH A LINE DRAWN PERPENDICULARLY AND THROUGH THE POINT WHERE THE NORTHERLY LINE OF THIS EASEMENT INTERSECTS THE SOUTHERLY LINE OF THE ORIGINAL 100-FOOT WIDE AT & SF RY RIGHT-OF-WAY, WHICH IS ALSO THE BEGINNING OF THAT PORTION OF THIS 30-FOOT WIDE EASEMENT LYING AND BEING NORTH OF THE SOUTHERLY LINE OF THE AT & SF RY RIGHT-OF-WAY; THENCE NORTH 61 DEGREES 42 MINUTES 51 SECONDS WEST CONTINUING ALONG AND UPON SAID CENTERLINE, FOR A DISTANCE OF 90.11 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 83.21 FEET, WITH A RADIUS OF 195.00 FEET, AND WITH A CHORD WHICH BEARS NORTH 73 DEGREES 56 MINUTES 19 SECONDS WEST FOR A DISTANCE OF 82.58 FEET TO A POINT ON SAID CENTERLINE WHICH DEFINES THE INTERSECTION OF SAID CENTERLINE WITH A LINE DRAWN PERPENDICULARLY AND THROUGH THE POINT WHERE THE NORTHERLY LINE OF THIS EASEMENT INTERSECTS THE SOUTHERLY LINE OF THE ORIGIANL 100-FOOT WIDE AT & SF RY RIGHT-OF-WAY, WHICH IS ALSO THE POINT OF TERMINUS OF THAT PORTION OF THIS 30-FOOT WIDE EASEMENT LYING AND BEING NORTH OF THE SOUTHERLY LINE OF THE AT &SF RY RIGHT-OF-WAY, ALL IN COOK COUNTY, ILLINOIS.

PARCEL 4:

A 30.00-FOOT WIDE INGRESS AND EGRESS EASEMENT, EXCEPT AS NOTED WITHIN THE BODY OF THE DESCRIPTION, TOGETHER WITH A 40.00-FOOT WIDE INGRESS AND EGRESS EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED BY EASEMENT AGREEMENT DATED MARCH 7, 1996 AND RECORDED MARCH 22, 1996 AS DOCUMENT NO. 96221874, LYING ENTIRELY ON THE WATER RECLAMATION DISTRICT’S PROPERTY, SAID EASEMENTS BEING PART OF LOTS 86, 88, 90, 92, 94, 96, 98, 100, 102 AND 104 OF THE SANITARY DISTRICT TRUSTEE’ SUBDIVISION, AND ALSO LYING AND BEING IN THE NORTHEAST 1/4 AND THE NORTHWEST 1/4 OF SECTION 7, TOWNSHIP 38 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPLE MERIDIAN, AND THE NORTHEAST 1/4 AND SOUTHEAST 1/4 OF SECTION 12, TOWNSHIP 38 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPLE MERIDIAN, AND WHICH 30.00-FOOT WIDE EASEMENT IS DESCRIBED AS BEING 15.00 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

COMMENCING AT THE CENTER OF SECTION 5, TOWNSHIP 38 NORTH, RANGE 13 EAST OF THE THIRD

THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED.

3

CHICAGO TITLE INSURANCE COMPANY
OWNER’S POLICY (1990)
SCHEDULE A (continued)

POLICY NO.: 1401 007523503 D1

PRINCIPLE MERIDIAN; THENCE SOUTH 01 DEGREE 03 MINUTES 03 SECONDS EAST ALONG AND UPON THE NORTH-SOUTH 1/4 LINE OF SAID SECTION, FOR A DISTANCE OF 1983.66 FEET; THENCE CONTINUE SOUTH 01 DEGREE 03 MINUTES 03 SECONDS EAST FOR A DISTANCE OF 45.21 FEET; THENCE ALONG THE ARC OF A CURVE CONCAVE TO THE SOUTH, BEING 43.00 FEET NORTHWESTERLY AND EQUIDISTANT TO THE CENTERLINE OF THE EXISTING NORTHWESTERLY TRACK, FOR AN ARC DISTANCE OF 140.64 FEET, WITH A RADIUS OF 5857.13 FEET, AND WITH A CHORD WHICH BEARS SOUTH 60 DEGREES 48 MINUTES 35 SECONDS WEST FOR A DISTANCE OF 140.63 FEET; THENCE SOUTH 60 DEGREES 07 MINUTES 19 SECONDS WEST ALONG A LINE BEING 43.00 FEET NORTHWESTERLY AND PARALLEL TO THE EXISTING CENTERLINE OF SAID TRACK, FOR A DISTANCE OF 528.87 FEET; THENCE ALONG THE ARC OF A CURVE TO CONCAVE TO THE NORTH, BEING 43.00 FEET NORTHWESTERLY AND EQUIDISTANT TO THE CENTERLINE OF SAID TRACK, FOR AN ARC DISTANCE OF 488.67 FEET, WITH A RADIUS OF 3847.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 63 DEGREES 45 MINUTES 39 SECONDS WEST FOR A DISTANCE OF 488.34 FEET; THENCE SOUTH 67 DEGREES 24 MINUTES 00 SECONDS WEST ALONG A LINE BEING 43.00 NORTHWESTERLY AND PARALLEL TO SAID CENTERLINE OF SAID TRACK, FOR A DISTANCE OF 486.14 FEET; THENCE SOUTH 22 DEGREES 36 MINUTES 00 SECONDS EAST FOR A DISTANCE OF 15.00 FEET; THENCE SOUTH 67 DEGREES 24 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 1668.44 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 83.04 FEET, WITH A RADIUS OF 1048.35 FEET, AND WITH A CHORD WHICH BEARS SOUTH 69 DEGREES 40 MINUTES 10 SECONDS WEST FOR A DISTANCE OF 83.02 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 32.49 FEET, WITH A RADIUS OF 40.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 48 DEGREES 40 MINUTES 10 SECONDS WEST FOR A DISTANCE OF 31.60 FEET; THENCE SOUTH 25 DEGREES 24 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 77.51 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT, TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF THE ORIGINAL 100-FOOT WIDE AT & SF RY RIGHT-OF-WAY, FOR AN ARC DISTANCE OF 23.94 FEET, WITH A RADIUS OF 40.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 42 DEGREES 32 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 23.58 FEET TO THE POINT-OF-BEGINNING OF SAID 30.00-FOOT WIDE EASEMENT; THENCE CONTINUING ALONG AND UPON SAID PREVIOUS CURVES FOR AN ARC DISTANCE OF 5.39 FEET, WITH A RADIUS OF 40.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 63 DEGREES 32 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 5.38 FEET; THENCE SOUTH 67 DEGREES 24 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 213.81 FEET TO A POINT OF INTERSECTION OF ANOTHER 30 FOOT WIDE EASEMENT, SAID POINT TO BE LABELED POINT “B”; THENCE ALONG THE ARC OF THE CURVE TO THE RIGHT FOR AN ARC DISTANCE 244.55 FEET, WITH A RADIUS OF 275.35 FEET, AND WITH A CHORD WHICH BEARS NORTH 87 DEGREES 09 MINUTES 25 SECONDS WEST FOR A DISTANCE OF 236.59 FEET; THENCE FOR THE NEXT TWO COURSES OF THIS EASEMENT, THE NORTHERLY HALF OF THIS EASEMENT VARIES IN WIDTH FROM 1 FOOT TO 15 FEET SO AS TO BE CONTIGUOUS AND ADJACENT TO THE SOUTHERLY LINE OF SAID RAILROAD RIGHT-OF-WAY, FOR A CENTERLINE BEARING OF NORTH 61 DEGREES 42 MINUTES 51 SECONDS WEST FOR A DISTANCE OF 267.43 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 84.49 FEET, WITH A RADIUS OF 195.00 FEET, AND WITH A CHORD WHICH BEARS NORTH 74 DEGREES 07 MINUTES 38 SECONDS WEST FOR A DISTANCE OF 83.83 FEET; THENCE NORTH 86 DEGREES 32 MINUTES 25 SECONDS WEST FOR A DISTANCE OF 74.82 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 164.08 FEET, WITH A RADIUS OF 400 FEET, AND WITH A CHORD WHICH BEARS SOUTH 81 DEGREES 42 MINUTES 30 SECONDS WEST FOR A DISTANCE OF 162.93 FEET; THENCE SOUTH 69 DEGREES 57 MINUTES 25 SECONDS WEST FOR A DISTANCE OF 60.67 FEET; THENCE SOUTH 68 DEGREES 04 MINUTES 33 SECONDS WEST FOR A DISTANCE OF 280.47 FEET TO A POINT OF INTERSECTION WITH ANOTHER 30-FOOT WIDE EASEMENT, SAID POINT LABELLED POINT “C”; THENCE SOUTH 68 DEGREES 04 MINTES 33 SECONDS WEST FOR A DITANCE OF 274.80 FEET; THENCE SOUTH 66 DEGREES 53 MINUTES 13 SECONDS WEST FOR A DISTANCE OF 215.52 FEET;

THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED.

4

CHICAGO TITLE INSURANCE COMPANY
OWNER’S POLICY (1990)
SCHEDULE A (continued)

POLICY NO.: 1401 007523503 D1

THENCE SOUTH 67 DEGREES 42 MINUTES 27 SECONDS WEST FOR A DISTANCE OF 1,829.65 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 94.61 FEET, WITH A RADIUS OF 205.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 54 DEGREES 29 MINUTES 10 SECONDS WEST FOR A DISTANCE OF 93.77 FEET; THENCE SOUTH 41 DEGREES 15 MINUTES 52 SECONDS WEST FOR A DISTANCE OF 50.41 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 96.72 FEET, WITH A RADIUS OF 210.00 FEET, AND WITH CHORD WHICH BEARS SOUTH 54 DEGREES 27 MINUTES 32 SECONDS WEST FOR A DISTANCE OF 95.87 FEET; THENCE SOUTH 67 DEGREES 39 MINUTES 12 SECONDS WEST FOR A DISTANCE OF 179.73 FEET TO A POINT OF INTERSECTION WITH THE CENTERLINE OF SAID 40.00 FEET WIDE EASEMENT, SAID POINT TO BE LABELED POINT “A”; THENCE SOUTH 67 DEGREES 39 MINUTES, 12 SECONDS WEST CONTINUING ALONG AND UPON THE CENTER LINE OF SAID 30.00 FEET WIDE EASEMENT, FOR DISTANCE OF 275.12 FEET; THENCE ALONG THE ARC OF A CIRCLE TO THE RIGHT FOR AN ARC DISTANCE OF 379.66 FEET, WITH A RADIUS OF 1,683.46 FEET, AND WITH A CHORD WHICH BEARS SOUTH 74 DEGREES 06 MINUTES 51 SECONDS WEST FOR A DISTANCE OF 378.86 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 359.39 FEET, WITH A RADIUS OF 1,575.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 74 DEGREES 02 MINUTES 16 SECONDS WEST FOR A DISTANCE OF 358.62 FEET; THENCE SOUTH 67 DEGREES 30 MINUTES 03 SECONDS WEST FOR A DISTANCE OF 315.76 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 404.91, WITH A RADIUS OF 745.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 51 DEGREES 55 MINUTES 50 SECONDS WEST FOR A DISTANCE OF 399.95 FEET; THENCE SOUTH 36 DEGREES 21 MINUTES 37 SECONDS WEST FOR A DISTANCE OF 213.28 FEET; THENCE SOUTH 46 DEGREES 39 MINUTES 53 SECONDS WEST FOR A DISTANCE OF 136.80 FEET; THENCE SOUTH 44 DEGREES 58 MINUTES 35 SECONDS WEST FOR A DISTANCE OF 72.41 FEET; THENCE SOUTH 59 DEGREES 11 MINUTES 33 SECONDS WEST FOR A DISTANCE OF 442.69 FEET; THENCE SOUTH 30 DEGREES 48 MINUTES 27 SECONDS EAST FOR A DISTANCE 18.95 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 81.12 FEET, WITH A RADIUS OF 50.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 77 DEGREES 17 MINUTES 06 SECONDS EAST FOR A DISTANCE OF 72.51 FEET, THENCE NORTH 56 DEGREES 14 MINUTES 14 SECONDS EAST ALONG AND UPON THE OFF-RAMP FROM THE I-55 HIGHWAY, TO THE POINT-OF-INTERSECTION WITH THE NORTHERLY RIGHT-OF-WAY LINE OF SAID HIGHWAY, AS DEPICTED ON THE RIGHT-OF-WAY PLANS KNOWN AS FEDERAL AID PROJECT #I-55-7(21)278, AND WHICH ARE DATED DECEMBER 28, 1962;

TOGETHER WITH A 40.00-FOOT WIDE EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED BY EASEMENT AGREEMENT DATED MARCH 7, 1996 AND RECORDED MARCH 22, 1996 AS DOCUMENT NO. 96221874, 20.00 FEET ON EACH SIDES OF THE FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT THE PREVIOUSLY LABELLED POINT “A”; THENCE SOUTH 22 DEGREES 20 MINUTES 48 SECONDS EAST FOR A DISTANCE OF 18.82 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 101.72, WITH A RADIUS OF 70.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 19 DEGREES 16 MINUTES 56 SECONDS WEST FOR A DISTANCE OF 93.00 FEET; THENCE SOUTH 60 DEGREES 54 MINUTES 40 SECONDS WEST FOR A DISTANCE OF 129.24 FEET; THENCE SOUTH 72 DEGREES 46 MINUTES 44 SECONDS WEST ALONG AND UPON THE ON-RAMP TO THE I-55 HIGHWAY, TO THE POINT-OF-INTERSECTION WITH THE NORTHERLY RIGHT-OF-WAY LINE OF SAID HIGHWAY, AS DEPICTED ON THE RIGHT-OF-WAY PLANS KNOWN AS FEDERAL AID PROJECT #I-55-7(21)278, AND WHICH ARE DATED DECEMBER 28, 1962;

TOGETHER WITH ANOTHER 30-FOOT WIDE EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED BY EASMENT AGREEMENT DATED MARCH 7, 1996 AND RECORDED MARCH 22, 1996 AS DOCUMENT NO. 96221874, 15 FEET ON EACH OF THE FOLLOWING DESCRIBED CENTERLINE:

THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED.

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CHICAGO TITLE INSURANCE COMPANY
OWNER’S POLICY (1990)
SCHEDULE A (continued)

POLICY NO.: 1401 007523503 D1

BEGINNING AT THE PREVIOUSLY LABLED POINT “B”; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 185.00 FEET, WITH A RADIUS OF 400.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 80 DEGREES 39 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 183.36 FEET; THENCE NORTH 86 DEGREES 06 MINUTES 00 SECONDS WEST FOR A DISTANCE OF 93.75 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 101.98 FEET, WITH A RADIUS OF 140.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 73 DEGREES 01 MINUTES 58 SECONDS WEST FOR A DISTANCE OF 99.74 FEET; THENCE SOUTH 52 DEGREES 09 MINUTES 56 SECONDS WEST FOR A DISTANCE OF 28.00 FEET, THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 98.60 FEET, WITH A RADIUS OF 100.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 80 DEGREES 24 MINUTES 40 SECONDS WEST FOR A DISTANCE OF 94.65 FEET; THENCE NORTH 71 DEGREES 20 MINUTES 36 SECONDS WEST FOR A DISTANCE OF 92.03 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 47.66 FEET, WITH A RADIUS OF 200.00 FEET, AND A WITH A CHORD WHICH BEARS NORTH 64 DEGREES 31 MINUTES 01 SECONDS WEST FOR A DISTANCE OF 47.54 FEET; THENCE NORTH 57 DEGREES 41 MINUTES 27 SECONDS WEST FOR A DISTANCE OF 118.62 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 51.32 FEET, WITH A RADIUS OF 200.00 FEET, AND WITH A CHORD WHICH BEARS NORTH 65 DEGREES 02 MINUTES 28 SECONDS WEST FOR A DISTANCE OF 51.17 FEET; THENCE NORTH 72 DEGREES 23 MINUTES 30 SECONDS WEST FOR A DISTANCE OF 55.20 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 100.41 FEET, WITH A RADIUS OF 140.00 FEET, AND WITH A CHORD WHICH BEARS SOUTH 87 DEGREES 03 MINUTES 40 SECONDS WEST FOR A DISTANCE OF 98.27 FEET; THENCE SOUTH 66 DEGREES 30 MINUTES 49 SECONDS WEST FOR A DISTANCE OF 125.08 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT FOR AN ARC DISTANCE OF 29.02 FEET, WITH A RADIUS OF 35.00 FEET, AND WITH A CHORD WHICH BEARS NORTH 89 DEGREES 43 MINUTES 57 SECONDS WEST FOR A DISTANCE OF 28.20 FEET; THENCE NORTH 65 DEGREES 58 MINUTES 42 SECONDS WEST FOR A DISTANCE OF 11.81 FEET; THENCE ALONG THE ARC OF A CURVE TO THE LEFT FOR AN ARC DISTANCE OF 40.10 FEET, WITH A RADIUS OF 50.00 FEET, AND WITH A CHORD WHICH BEARS NORTH 88 DEGREES 57 MINUTES 04 SECONDS WEST FOR A DISTANCE OF 39.03 FEET TO SAID POINT “C”, ALL IN COOK COUNTY, ILLINOIS.

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EXHIBIT H

SERIES 1999D BONDS,
TABLE OF ACCRETED AMOUNTS

Date	Accreted
10/15/1999	$	18,000,000.00
4/15/2000	18,630,014.33
10/15/0200	19,282,234.96
4/15/2001	19,957,020.06
10/15/2001	20,655,444.13
4/15/2002	21,378,581.66
10/15/2002	22,126,790.83
4/15/2003	22,901,146.13
10/15/2003	23,702,722.06
4/15/2004	24,532,234.96
10/15/2004	25,390,759.31
4/15/2005	$	26,279,727.79
10/15/2005	27,199,498.57
04/15/2006	28,151,504.30
10/15/2006	29,136,819.48
4/15/2007	30,156,518.62
10/15/2007	31,212,034.38
4/15/2008	32,304,441.26
10/15/2008	33,435,171.92
4/15/2009	34,605,300.86
10/15/2009	35,816,618.91

H-1

EX-4.10

Exhibit 4.10

EXECUTION COPY

EXIT FUNDING AGREEMENT

This EXIT FUNDING AGREEMENT (this “Agreement”), dated as of October 15, 1999 and effective on the Initial Exchange Date (as hereinafter defined), by and between FOSTER WHEELER CORPORATION, a New York corporation (“FWC”) and SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

BACKGROUND

A.On November 23, 1994, the Village of Robbins, Cook County, Illinois (the “Village”) issued $234,800,000 of its Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1994A and $85,200,000 of its Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1994B (collectively, the “Original 1994A and B Bonds”) pursuant to a Mortgage, Security Agreement and Indenture of Trust dated as of September 15, 1994 (the “1994 Indenture”) from the Village to Bank of America Illinois, as trustee, in order to finance a portion of the costs of acquiring, constructing, equipping and installing a resource recovery facility (the “Facility”) located in the Village of Robbins, Illinois (the “Project”).

B.On October 15, 1996, the Village issued to certain of the owners of the Original 1994A and B Bonds, in a dollar-for-dollar exchange for certain Original 1994A and B Bonds, its Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1994A and its Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series 1994B (collectively, the “1994A and B Consenting Bonds”) pursuant to an Amended and Restated Mortgage, Security Agreement and Indenture of Trust dated as of September 15, 1994, as amended and restated as of October 15, 1996 (as so amended and restated, the “1996 Indenture”), from the Village to First Trust of Illinois, National Association, as successor trustee to Bank of America Illinois.

C.The Village, as owner of the Facility, leases the Facility to Robbins Resource Recovery Partners, L.P. (the “Partnership”) in accordance with an Amended and Partially Restated Facility Lease Agreement dated as of October 15, 1999, as amended by Amendment No. 3 to Facility Lease Agreement dated as of July 1, 1997, by and between the Village and the Partnership (collectively, the “Facility Lease Agreement”).

D.In connection with the Project, FWC and the Partnership entered into certain agreements, all as more fully described in Exhibit A to that certain Termination and Release Agreement dated as of the date hereof (the “Termination and Release Agreement”) by and among FWC, the Partnership, the Trustee and certain other parties, (collectively, the “Prior Agreements”),

including, without limitation, certain guaranty agreements by FWC in favor of the Partnership, and certain of the parties to the Prior Agreements assigned their interests in certain of the Prior Agreements to: (1) the Village pursuant to the Facility Lease Agreement and/or (2) the Trustee pursuant to the 1994 Indenture and/or the 1996 Indenture, all as more fully described in the Termination and Release Agreement.

E.On the Initial Exchange Date, the Village will be issuing to the owners of the 1994A and B Consenting Bonds and the owners of the outstanding Original 1994A Bonds (collectively, the “Existing Bonds”), in an exchange for such Existing Bonds through the Prepackaged Bankruptcy Plan, its Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) up to $115,000,000 Mandatorily Exchangeable Series 1999A (the “1999A Bonds”), up to $45,000,000 Mandatorily Exchangeable Series 1999B (the “1999B Bonds”), up to $95,000,000 Series 1999C (the “1999C Bonds”) and up to $18,000,000 Series 1999D (the “1999D Bonds”, and together with the 1999C Bonds, the “1999 C and D Bonds”), pursuant to a certain Second Amended and Restated Mortgage, Security Agreement and Indenture of Trust dated as of October 15, 1999 which amends and restates the 1996 Indenture (as so amended and restated, the “Second Amended Indenture”).  In connection with such exchange of the Existing Bonds, the Parties and the parties to the Prior Agreements have agreed that, the Prior Agreements are to be terminated and that the parties to the Prior Agreements are to be released of their liabilities and obligations thereunder pursuant to the Termination and Release Agreement.

F.Under certain of the Prior Agreements, FWC has guaranteed the performance of certain of its subsidiaries relating to the operation of the Project.  Under such guarantees, FWC has made capital infusions to such subsidiaries so that their obligations under certain of the Prior Agreements can be performed.  It is the intention of FWC and the Partnership that this Agreement together with the Termination and Release Agreement supersedes such guarantees and requirement to make capital infusions.

G.In consideration for the termination of the liabilities and obligations of the parties under the Prior Agreements and the mutual releases of the obligations thereunder and related thereto and in connection with the exchange of the Existing Bonds, pursuant to the Prepackaged Bankruptcy Plan, the Parties have agreed to enter into this Agreement to, among other things, provide for FWC to (i) make certain payments to the Trustee and (ii) make certain continuing disclosures pursuant to Rule 15c2-12 of the Securities and Exchange Commission, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements of the Parties, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

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1.Definitions and Interpretations.

(a)Unless the context shall otherwise require, or unless otherwise defined herein, capitalized terms used herein not otherwise conventionally capitalized shall have the respective meanings ascribed to them in Schedule 1 or Appendix 1.

(b)Except as otherwise expressly provided in this Agreement or required by the context, for purposes of this Agreement, (i) any capitalized term defined herein by reference to another instrument or document shall continue to have the same meaning ascribed thereto whether or not such other instrument or document remains in effect, (ii) words importing the singular include the plural and vice versa, and words importing a gender include any gender, (iii) any reference to any agreement or contract includes schedules, exhibits and appendices thereto and shall also refer to such agreement or contract as duly amended, supplemented, otherwise modified or replaced in accordance with its terms and the terms hereof, (iv) any reference herein to a person or entity includes its successors and permitted assigns, and (v) any reference herein to a Section or Schedule or Appendix is to a Section or Schedule or Appendix to this Agreement.

2.Exit Payments.

(a)Subject to Section 3, FWC shall pay to the Trustee, in the manner set forth in Section 2(b), (i) each of the amounts set forth in Schedule A (each a “Current Exit Payment” and collectively, the “Current Exit Payments”) on the date set forth opposite each Current Exit Payment and (ii) the amount designated in Schedule B as the Accreted Amount Exit Payment on the last date set forth in such Schedule (the “Accreted Amount Exit Payment”, and together with the Current Exit Payments and the payments referred to in Section 2(b), sometimes hereinafter referred to individually as an “Exit Payment” and collectively as the “Exit Payments”).  Subject to Section 3, the obligation of FWC to make the Exit Payments shall be absolute, irrevocable and unconditional, and shall not be subject to any reduction, limitation, impairment or termination for any reason, including without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity or unenforceability of such obligation or otherwise.

(b)In the event that, prior to FWC having made all Exit Payments described in Section 2(a), all or any portion of the 1999C Bonds or 1999D Bonds are (with notice to FWC) either (i) called for special mandatory redemption pursuant to Section 4.08 of the Second Amended Indenture as a result of a Determination of Taxability (as such term is defined in the Second Amended Indenture, or (ii) called for optional redemption pursuant to Section 4.12 of the Second Amended Indenture, FWC shall make an Exit Payment to the Trustee, on or prior to the applicable redemption date, in an amount equal to the redemption price for such Bonds.  Upon the making of any such Exit Payment, FWC’s obligation, if any, to make further Exit Payments shall be adjusted pursuant to Section 2(e).

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(c)Each Exit Payment made by FWC to the Trustee shall be made in immediately available funds on the date such Exit Payment is due, whether by acceleration or otherwise (each, an “Exit Payment Due Date”).

(d)Without limiting the foregoing, (i) any amendment to the Second Amended Indenture made in accordance with terms thereof, any amendment to the Facility Lease Agreement, any waiver of or consent to or departure from, or failure to exercise or a delay in the exercise of any right, remedy, power or privilege under or in respect of the Facility Lease Agreement and/or the Second Amended Indenture or any document or instrument executed or delivered in connection therewith, including, without limitation, any modification, extension or postponement or acceleration of times for payment or performance, shall not in any way affect the obligations of FWC to make Exit Payments under this Agreement or the timing of such payments, and (ii) the obligations of FWC to make Exit Payments under this Agreement shall not be subject to acceleration for any reason except as set forth in Sections 2(g) and 2(h) hereof.

(e)FWC’s obligation to make Exit Payments shall be adjusted as follows:

(i)On or prior to any Exit Payment Due Date, the Trustee shall notify FWC of any amounts (an “Exit Payment Credit Amount”) held in any fund or account created pursuant to the Second Amended Indenture that pursuant to the terms thereof are available to be applied on such Exit Payment Due Date (without giving effect to the Exit Payment then due) (x) in the case of Current Exit Payments, to the payment of principal, interest or redemption price (as applicable) on the 1999C Bonds and (y) in the case of the Accreted Amount Exit Payment, to the payment of principal, interest or redemption price (as applicable) on the 1999D Bonds, and the amount of such Exit Payment due on such Exit Payment Due Date shall be reduced by such Exit Payment Credit Amount.

(ii)In the event that there shall be any reduction in the aggregate outstanding principal amount of any 1999C and D Bonds as a result of any partial redemption or defeasance of such 1999C and D Bonds prior to their maturity, other than due to any sinking fund redemption, appropriate corresponding adjustments shall be made to the principal components on which the Exit Payments are based in their order of maturity, the Exit Payment(s) related thereto shall be recalculated and Schedule A and B, as appropriate, shall be amended.

(iii)FWC shall have the right at any time, at its option and in its sole discretion, to irrevocably deposit with the Trustee all, or any portion of, any Litigation Proceeds allocable to FWC pursuant to Section 2.3(F) or Section 2.3(G) of the Irrevocable Assignment and Allocation Agreement (the “FWC Litigation Deposit”), in which event (A) the principal components on which the Current Exit Payments are based shall be reduced, in their order of maturity, by the amount of the FWC Litigation Deposit, (B) the Current Exit Payment(s) related thereto shall be recalculated to reflect the reduction of the principal components and corresponding reduction of the interest components, and (C) Schedule A shall be amended.

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(f)Each of the following shall be an “FWC Default” hereunder:

(i)FWC shall have become insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a deed of trust or assignment for the benefit of its creditors; or

(ii)(A)  Unless the petition instituting the proceedings is timely contested and the proceedings are dismissed or effectively stayed within sixty (60) days from the commencement thereof, insolvency, receivership, liquidation, reorganization or similar proceedings have been instituted against FWC or (B) FWC shall institute any such proceeding; or

(iii)FWC shall fail to make any Exit Payment when due whether by acceleration or otherwise; or

(iv)Any acceleration of any Senior Debt.

(g)Upon (A) the occurrence of an FWC Default under clause (ii) of Section 2(f) there shall be an immediate and automatic acceleration of the Current Exit Payments without notice or demand of any kind, which notice is hereby waived, or (B) the occurrence of any other FWC Default, the Trustee, may but shall not be obligated to, declare by written notice to FWC, an acceleration of the Current Exit Payments; in either of which event of acceleration an amount equal to the sum of (x) the sum of the remaining unpaid Current Exit Payment Principal Components plus (y) interest on the principal sum in clause (x) computed at the rate of interest set forth on Schedule A from the date of the last payment of a Current Exit Payment Interest Component to and including the date of such acceleration, shall be immediately due and payable.

(h)Upon (A) the occurrence of an FWC Default under clause (ii) of Section 2(f) there shall be an immediate and automatic acceleration of the Accreted Amount Exit Payment without notice or demand of any kind, which notice is hereby waived, or (B) the occurrence of any other FWC Default, the Trustee may, but shall not be obligated to, declare by written notice to FWC, an acceleration of the Accreted Amount Exit Payment; in either of which event of acceleration an amount equal to the Accreted Amount, calculated in the manner set forth on Exhibit B, to and including the date of such acceleration, shall be immediately due and payable.

(i)No delay on the part of the Trustee in the exercise of any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise by the Trustee of any right or remedy hereunder shall preclude any further exercise thereof;  nor shall any modification or waiver of any of the provisions of this Agreement be binding upon either Party, except as expressly set forth in a writing duly signed by both Parties.  The failure of the Trustee at any time or times hereafter to require strict performance by FWC of any of the provisions, warranties, terms or conditions contained in this Agreement or any agreement, instrument or document now or at any time or times hereafter executed by FWC with respect to the obligations of FWC contained in this Agreement shall not result in the waiver of or affect or diminish any right of

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the Trustee at any time or times hereafter to demand strict performance of such obligations and such right shall not be deemed to have been waived by any act or knowledge of the Trustee, its partners, agents, officers or employees, unless such waiver is contained in an instrument in writing signed by an officer or agent of the Trustee and directed to FWC specifying such waiver.  No waiver by the Trustee of any default or failure to pay or perform when due all or any portion of the obligations of FWC contained in this Agreement shall operate as a waiver of any other default or failure or the same default or failure on a future occasion.

3.Subordination.

(a)Except as expressly permitted in Section 3(c), the Subordinated Creditor hereby subordinates its rights to payment and satisfaction of any and all obligations of FWC under the Subordinated Debt to the prior indefeasible payment and satisfaction in full of all Senior Debt.

(b)FWC and the Subordinated Creditor agree in favor of each Senior Creditor that until all Senior Debt is indefeasibly paid and satisfied in full:

(i)Except as permitted in Sections 3(c) and 2(e)(iii), FWC shall not, directly or indirectly, make, and the Subordinated Creditor shall not, directly or indirectly, accept or receive, any payment of or any prepayment or non-mandatory payment or any payment pursuant to claims of breach or otherwise in respect of any Subordinated Debt;

(ii)Except as permitted by the terms of the Senior Documents, FWC shall not grant to the Subordinated Creditor and the Subordinated Creditor shall not acquire any collateral or guarantees for any Subordinated Debt;

(iii)The Subordinated Creditor shall furnish to each Senior Creditor or agent thereof set forth in Schedule C or as designated pursuant to Section 5(a) copies of all notices or demands sent to FWC under the Subordinated Documents relating to an FWC Default under the Subordinated Debt on the same business day as the sending or delivery of same to FWC; provided FWC has furnished the Trustee with the names and notice addresses for each Senior Creditor or agent thereof.

(c)Unless and until the occurrence of a payment default under any Senior Debt, or any other default under any Senior Document resulting in an acceleration of any Senior Debt, FWC may make and the Subordinated Creditor may receive and retain from FWC payments in respect of the Subordinated Debt in accordance with the terms of this Agreement and the other Subordinated Documents.  Following the occurrence of a payment default under any Senior Debt or any other default under any Senior Document resulting in an acceleration of any Senior Debt, FWC shall make no payments under this Agreement until all such defaults have been cured or waived or all Senior Debt on which a payment default has occurred or the principal amount thereof has been accelerated has been indefeasibly paid in and satisfied in full.

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(d)In the event of any insolvency or bankruptcy case or any receivership, liquidation, reorganization or similar proceedings in connection therewith relative to FWC or in the event of any cases for voluntary liquidation, dissolution or other winding up of FWC or in the event of any assignment by FWC for the benefit of creditors (each, an “Insolvency Case”), each Senior Creditor shall first be entitled to receive indefeasible payment in full of all Senior Debt before the Subordinated Creditor shall be entitled to receive and retain any payment on account of the Subordinated Debt, and, as between each Senior Creditor and the Subordinated Creditor, each Senior Creditor shall be entitled to receive for application in payment of the Senior Debt any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in any such Insolvency Case in respect of the Subordinated Debt.  In any Insolvency Case, each Senior Creditor or agent thereof is irrevocably authorized by the Subordinated Creditor to take any action which the Subordinated Creditor might otherwise be entitled to take.

(e)Should any payment of or distribution on account of any Subordinated Debt be received or collected by the Subordinated Creditor, except in accordance with Section 3(c), such payments shall be held in trust by the Subordinated Creditor for the benefit of each Senior Creditor and shall be delivered forthwith to each Senior Creditor or agent thereof for application to the Senior Debt, in the form received with any necessary endorsement or assignment.

(f)The Subordinated Creditor shall not be subrogated to, or be entitled to any assignment of any Senior Debt or Subordinated Debt, or of any collateral for or guarantees or evidence of any Senior Debt or Subordinated Debt, until all Senior Debt is indefeasibly paid in full to each Senior Creditor or agent thereof.

(g)The Subordinated Creditor waives notice of acceptance hereof by any Senior Creditor, and waives notice of and consents to the creation of any Senior Debt, extensions granted or other action taken by each Senior Creditor in reliance hereon, the acquisition or release of any collateral for or guarantors of the payment of Senior Debt, or the releasing of any other subordinating creditor, if applicable.  The Subordinated Creditor waives (to the extent permitted by law) demand, presentment, protest, notice of protest and of default and any and all other notices with respect to any Senior Debt to which any of them might otherwise be entitled.  In addition, the Subordinated Creditor specifically acknowledges and consents to the execution and the performance of the Senior Documents, to any extensions or postponements of the time of payment of the Senior Debt and any other indulgence with respect thereto, to any substitutions, exchange or release of any collateral which may at any time secure the Senior Debt and the addition or release of any other party or person primarily or secondarily liable therefor.

(h)The Subordinated Creditor agrees that in the event of a payment default under the Subordinated Debt, the Subordinated Creditor shall not, directly or indirectly, without the prior written consent of each of the Senior Creditors in accordance with their respective Senior Documents, for a period of 180 days after the date that the Subordinated Creditor has notified the Senior Creditors of such default pursuant to Section 3(b)(iii), seek to collect against FWC any Subordinated Debt or take any other action, including assertion of any claims or joining

7

in any petition or otherwise initiating any Insolvency Case, or instituting any other legal proceeding against FWC with respect to the Subordinated Debt or under the Subordinated Documents; provided, however, that if a payment default exists with respect to any Senior Debt, upon the expiration of such 180 day period, such period shall be extended to the earlier to occur of (x) the acceleration of such Senior Debt or (y) the date on which such Senior Debt has been indefeasibly paid and satisfied in full; and provided, further, that nothing contained herein shall prohibit the Subordinated Creditor from declaring any acceleration of any Subordinated Debt upon the occurrence of an FWC Default.

(i)The Subordinated Creditor hereby agrees that any proceeds of any collateral securing any Senior Debt received by a Senior Creditor may be applied, reversed, and reapplied, in whole or in part, to any of the Senior Debt as such Senior Creditor, in its sole discretion, deems appropriate.  The Subordinated Creditor hereby waives (to the extent permitted by law) the application of the doctrine of marshalling assets or collateral or any other legal or equitable principal or doctrine which could otherwise, in any way, constrain, limit or effect the order or manner of liquidation by any Senior Creditor of any collateral securing Senior Debt or enforcement against any person obligated for Senior Debt, all of which shall be subject to such Senior Creditor’s sole discretion.

(j)None of the Subordinated Debt may be assigned or transferred by the Subordinated Creditor or its successors and assigns unless each Senior Creditor or agent thereof has received from the assignee a written acknowledgment stating that it has received a copy of this Agreement and agrees to be bound by the provisions of this Section 3.

(k)The provisions of this Section 3 shall be applicable both before and after the commencement of any Insolvency Case by or against FWC and all converted and succeeding cases and respect thereof.  The relevant rights, as provided for in this Section 3, shall continue after the commencement of any such case on the same basis as prior to the date of commencement of any such case, as provided in this Section 3, subject to any court order approving the financing of or use of cash collateral by FWC, as debtor-in-possession.

4.Representations and Warranties of FWC.

FWC hereby represents and warrants as follows:

(a)FWC (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of New York, (ii) has all requisite corporate power and authority to carry on its business as presently conducted and to execute and deliver this Agreement and (iii) is duly qualified and in good standing in each jurisdiction where failure to so qualify would materially affect its ability to perform its obligations under this Agreement.

(b)FWC has full power and authority to enter into, execute and deliver this Agreement, and has taken all actions necessary, to execute, deliver and perform its obligations under this Agreement.

8

(c)This Agreement has been duly and validly executed and delivered by FWC and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally or by general principles of equity or judicial discretion.

(d)The execution and delivery of this Agreement by FWC, and the performance by FWC of its obligations hereunder, does not and will not (i) violate any governmental approval, law, regulation, order, writ, injunction or decree of any governmental authority applicable to it or any of its property or assets, (ii) violate any provision of its certificate of incorporation, by-laws or other governing documents, (iii) subject to the consent of the senior lenders under, and the execution of requisite amendments, if necessary, to, FWC’s currently outstanding senior bank credit facilities with respect to the transactions contemplated hereby, violate or constitute a material default under any material agreement or instrument to which it is a party or by which it or any of its properties or assets may bound, or (iv) result in the creation or imposition of any lien upon any of its property or assets.

5.Covenants of FWC.

(a)FWC shall furnish to the Trustee as soon as practicable after the end of each fiscal year of FWC, and in any event within one hundred twenty (120) days thereafter, (i) a copy of the annual report of FWC for such fiscal year and (ii) a statement identifying all then existing Senior Debt (including any changes to names or notice addresses) and the amount(s) thereof outstanding as of the end of such fiscal year.

(b)FWC shall, upon request, furnish to the Trustee copies of all reports filed by FWC with the Securities and Exchange Commission under Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(c)Except as expressly permitted by the following paragraph, FWC will at all times maintain its corporate existence and will do or cause to be done all things reasonably necessary to preserve and keep in full force and effect all material franchises and licenses necessary for the conduct of its business.

(d)FWC shall not merge with or into or consolidate with any other entity, change its form of organization, or liquidate or dissolve itself (or suffer any such liquidation or dissolution) or sell, transfer or pledge all or substantially all of its assets to any other entity unless the survivor of such transaction assumes all of the obligations of FWC under this Agreement.

(e)FWC shall comply with the continuing disclosure covenant set forth in Appendix 1 attached hereto and made a part hereof (the “Continuing Disclosure Covenant”).

9

(f)In the event that FWC shall obtain a rating of at least “A-” or the equivalent by Standard & Poor’s or Moody’s taking into account FWC’s obligations under this Agreement, FWC shall (i) use its best efforts to obtain from each Senior Creditor its consent to release and eliminate the subordination provisions of Section 3 of this Agreement, and (ii) obtain a rating for the 1999C and D Bonds from Standard & Poor’s or Moody’s; provided, however, that the failure to obtain such consent or rating shall not be deemed a default or event of default by FWC under this Agreement.

(g)FWC shall not incur any indebtedness for borrowed money which is subordinated in right of payment to any Senior Debt unless such indebtedness is also subordinated in right of payment to the Subordinated Debt.

6.Covenants of Trustee.

(a)The Trustee shall, upon receipt by the Trustee of any notice of any Determination of Taxability with respect to the 1999C Bonds or the 1999D Bonds, give notice to FWC of such Determination of Taxability, and FWC shall have the right to contest any such Determination of Taxability, each in accordance with the terms of the Second Amended Indenture.

(b)The Trustee shall not amend or consent to any amendment to the following Sections of the Second Amended Indenture without the express prior written consent of FWC:

(i)	the definition of “Determination of Taxability” in Section 1.01 thereof;
(ii)	the definition of “Litigation Event” in Section 1.01 thereof;
(iii)	the definition of “Litigation Proceeds” in Section 1.01 thereof;
(iv)	Section 4.08 thereof to the extent it relates to the 1999C and D Bonds;
(v)	Section 4.09 thereof;
(vi)	Section 4.10 thereof;
(vii)	Section 4.11 thereof to the extent it relates to the 1999C and D Bonds or to any amounts payable thereunder to FWC;
(viii)	Section 4.12 thereof to the extent it relates to the 1999C and D Bonds;

10

(ix)	Section 5.03(b)(i) and 5.03(b)(ii) thereof to the extent relating to transfers of moneys from the Insurance and Condemnation Proceeds Account to the Redemption Fund;
(x)	Section 5.04(b)(vi) thereof;
(xi)	Section 5.06 thereof;
(xii)	Section 5.07(a) thereof;
(xiii)	Section 5.07(c) thereof to the extent relating to the direction of an FWC Representative (as defined therein);
(xiv)	Section 5.08 thereof;
(xv)	Section 6.03 thereof;
(xvi)	Section 7.16(b) thereof;
(xvii)	the last paragraph of Section 8.02 thereof;
(xviii)	the third sentence of Section 8.05(e) thereof;
(xix)	Section 8.06 thereof to the extent it relates to giving notice to FWC;
(xx)	clause (ii) of Section 9.01(a) thereof; and
(xxi)	Section 9.05 thereof.

(c)The Trustee shall use its best efforts to require that any opinions of bond counsel delivered under or pursuant to the Second Amended Indenture with respect to the 1999C Bonds or the 1999D Bonds be addressed to FWC, or that such bond counsel furnish to FWC a reliance letter with respect to such opinions.

7.Effectiveness; Termination.

This Agreement has been executed and delivered on the date first set forth above and shall, following the approval by the Bankruptcy Court of the Prepackaged Bankruptcy Plan, be effective on the Initial Exchange Date.  Notwithstanding anything contained herein to the contrary, this Agreement shall be of no validity or effect unless and until the Bankruptcy Court has approved the Prepackaged Bankruptcy Plan and the Initial Exchange Date shall have occurred, and, if not so approved by the Bankruptcy Court and/or the Initial Exchange Date shall not occur, shall be deemed void ab initio.  This Agreement and the obligations of Parties shall terminate upon the

11

earlier of (i) prior redemption or payment in full of all of the 1999C and D Bonds such that no 1999C and D Bonds remain outstanding under the Second Amended Indenture, or the legal defeasance of all of the 1999C and D Bonds and (ii) the indefeasible performance in full or other satisfaction of FWC’s obligations to make all Exit Payments pursuant to and in accordance with the terms of this Agreement.

8.Assignments; Successors and Assigns.

The rights and obligations of either Party shall not be assignable without prior written consent of the other Party and, if applicable, compliance with Section 3(j); provided, however, that the Trustee shall assign its rights and obligations under this Agreement to any successor trustee or co-trustee which may be appointed under the Second Amended Indenture.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns (including, in the case of the Trustee, any successor trustee to the Trustee under the Second Amended Indenture, who shall be deemed, automatically and without further action, the Trustee for purposes of this Agreement).

9.Tax Treatment.

It is the intent of FWC and the Partnership that for U.S. federal, state and local income tax purposes the payments under this Agreement by FWC will be deductible by FWC either as an ordinary and necessary expense under Section 162 of the Internal Revenue Code of 1986, as amended (the “Code”) or as worthless securities loss under Section 165(g) of the Code (the “Intended Treatment”).  FWC and the Partnership agree to so treat such payments for such purposes.  Further, FWC and the Partnership will not take any action, including taking a position on any return, statement or schedule filed with U.S. federal, state or local income tax authorities, that is inconsistent with the Intended Treatment.

10.Governing Law; Submission to Jurisdiction.

This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.  The Parties irrevocably submit to the jurisdiction of the courts of the State of New York and the courts of the United States sitting in the State of New York in any litigation relating to this Agreement.

11.Miscellaneous.

(a)Remedies.In the event FWC fails to perform any of its obligations hereunder the Trustee may avail itself of all available remedies, in law or at equity, to enforce its rights hereunder and, except with respect to a breach of Sections 5(e) and 5(f), to recover any damages suffered as a result of such failure.

(b)Severability.If any provision of this Agreement, or part thereof, shall be held invalid, illegal or unenforceable in any respect, such holding shall not affect any other

12

provisions or the remaining part of any effective provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision or part thereof had never been contained herein, but only to the extent of its invalidity, illegality or unenforceability.  To the extent permitted by applicable law, the Parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable in any respect.

(c)Amendments.  No amendment of this Agreement shall be effective unless the same shall be in writing and signed by FWC and the Trustee at the direction of the registered owners of the outstanding 1999 C and 1999D Bonds as provided in the Second Amended Indenture.

(d)Notices.  All notices or other communications required or permitted by this Agreement or by law to be served upon or given to FWC or the Trustee shall be in writing and shall be deemed duly served and given when received after being delivered by hand, or sent by registered or certified mail, return receipt requested, or sent by Federal Express or other nationally recognized overnight delivery service providing for receipt against delivery or sent by telecopy providing for acknowledgment of receipt, postage or delivery charges prepaid, addressed as follows:

If to FWC:	Foster Wheeler Corporation
	Perryville Corporate Park
	Clinton, New Jersey 08809-4000
	Attention:  General Counsel
If to the Trustee	SunTrust Bank, Central Florida, National Association
	225 East Robinson Street, Suite 250
	Orlando, Florida 32801
	Attention:	Deborah Moreyra
		First Vice President

FWC or the Trustee may change its address for such purpose by giving written notice of such change to the other in the manner provided above.

(e)Headings.  The headings of the Sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.

(f)Counterparts.  This Agreement may be signed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

13

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Contract Date.

ATTEST:		FOSTER WHEELER CORPORATION
	/s/ Peter D. Rose	By:		/s/ Steven I. Weinstein
Name: Peter D. Rose				Name:	Steven I. Weinstein
Title:  Assistant Secretary				Title:	Vice President and
					Deputy General Counsel
ATTEST:		SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION
		By:
Name:			Name:
Title:			Title:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Contract Date.

ATTEST:	FOSTER WHEELER CORPORATION
	By:
Name: Peter D. Rose		Name:	Steven I. Weinstein
Title: Assistant Secretary		Title:	Vice President and
			Deputy General Counsel
ATTEST:	SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION
/s/ Jonathan W. Fox	By:	/s/ Deborah Moreyra
Name:  Jonathan W. Fox		Name:	Deborah Moreyra
Title:     Senior Vice President		Title:	First Vice President

SCHEDULE I - DEFINITIONS

“Accreted Amount” has the meaning specified in Schedule B.

“Accreted Amount Exit Payment” has the meaning set forth in Section 2(a).

“Addendum 3” means Addendum 3, dated May 26, 1999 to the Amended and Restated Electric Service Contract dated as of September 16, 1994, by and between the Partnership and Commonwealth Edison Company, as amended.

“Agreement” means this Exit Funding Agreement, including all Schedules and appendices hereto.

“Bankruptcy Court” means the United States Bankruptcy Court having jurisdiction over the petition for reorganization to be filed in connection with the Prepackaged Bankruptcy Plan.

“Continuing Disclosure Covenant” has the meaning set forth in Section 5(e), and is set forth in Appendix 1.

“CPI” means the Consumer Price Index for the Chicago-Gary-Lake County, Illinois/Indiana/Wisconsin, Standard Metropolitan Statistical Area, All-Items for all Urban Consumers, 1982-1984 Base, published by the United States Department of Labor, or, if such index is no longer published or its method of computation is substantially modified, a substitute index published by the Federal government of the United States or a reputable publisher of financial or economic statistics that will fairly and reasonably reflect the same or substantially the same information as the discontinued or modified index, as agreed by the Partnership, FWC and the Trustee.

“Current Exit Payment” or “Current Exit Payments” has the meaning set forth in Section 2(a).

“Current Exit Payment Interest Component” means the amounts so designated as interest component on Schedule A.

“Current Exit Payment Principal Component” means the amounts so designated as principal component on Schedule A.

“Exchange Act” has the meaning set forth in Section 5(b).

“Existing Bonds” has the meaning set forth in the recitals to this Agreement.

“Exit Payment” and “Exit Payments” has the meaning set forth in Section 2(a).

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“Exit Payment Credit Amount” has the meaning set forth in Section 2(e)(i).

“Exit Payment Due Date” has the meaning set forth in Section 2(c).

“Facility” has the meaning set forth in the recitals to this Agreement.

“Facility Lease Agreement” has the meaning set forth in the recitals to this Agreement.

“FWC” means Foster Wheeler Corporation, a New York corporation, and its successors and permitted assigns hereunder.

“FWC Default” has the meaning set forth in Section 2(f).

“FWC Litigation Deposit” has the meaning set forth in Section 2(e)(iii).

“Holiday” means New Year’s Day, Martin Luther King Day, President’s Day, Patriot’s Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day and Christmas Day.

“Initial Exchange” means the restructuring of the Prior Bonds, pursuant to the Prepackaged Bankruptcy Plan, through the issuance of 1999 Bonds in exchange for the Existing Bonds.

“Initial Exchange Date” means the date on which the Initial Exchange is consummated.

“Insolvency Case” has the meaning set forth in Section 3(d).

“Irrevocable Assignment and Allocation Agreement” means that certain Irrevocable Assignment and Allocation Agreement dated as of October 15, 1999 from the Partnership to FWC and the Trustee.

“Litigation Proceeds” means any value received by, or payable to, the Partnership in any form, including, without limitation, any lump-sum payment, structured payment or increase in electrical rates payable to the Partnership in respect of the Project, as a result of, or relating to, the Retail Rate Litigation for any reason, including, without limitation, by reason of settlement thereof or any judgment therein or any change in applicable law. In the event that all or a portion of such value takes the form of an increase in electric rates payable to the Partnership in respect of the Facility, the amount of such Retail Rate Litigation Proceeds shall equal the amount of such increase, which shall be calculated as the amounts actually received by, or payable to, the Partnership (or the amount that would be payable to the Partnership if the Partnership were then selling to Commonwealth Edison Company) over the Wholesale Rate; provided, that from January 1, 2000 through December 31, 2004 (or such earlier date as Addendum 3 may be terminated,

I-2

otherwise than in connection with the Retail Rate Litigation) the Wholesale Rate shall be deemed to be the amount payable to the Partnership under Addendum 3.

“Moody’s” means Moody’s Investors Service, Inc., its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Trustee at the direction of the Partnership.

“MWh” means megawatt hour.

“1994A and B Consenting Bonds” has the meaning set forth in the recitals to this Agreement.

“1994 Indenture” has the meaning set forth in the recitals to this Agreement.

“1996 Indenture” has the meaning set forth in the recitals to this Agreement.

“1999A Bonds” has the meaning set forth in the recitals to this Agreement.

“1999B Bonds” has the meaning set forth in the recitals to this Agreement.

“1999C Bonds” has the meaning set forth in the recitals to this Agreement.

“1999C and D Bonds” has the meaning set forth in the recitals to this Agreement.

“1999D Bonds” has the meaning set forth in the recitals to this Agreement.

“Off-Peak Market Price” means (a) at any time when a liquid energy market does not exist in the Chicago metropolitan area, $12.00 per MWh. escalated at the CPI from the Initial Exchange Date, and (b) at any time when a liquid energy market does exist in the Chicago metropolitan area, with respect to purchases on a particular day, the weighted average price per off-peak MWh traded into the Chicago metropolitan area for such day, as provided in a recognized trading index or indices in such market as agreed upon by FWC, the Partnership and the Trustee.

“Off-Peak Period” means any period that is not an On-Peak Period.

“On-Peak Market Price” means, (a) at any time when a liquid energy market does not exist in the Chicago metropolitan area, with respect to purchases of electricity on a particular day, the weighted average price per on-peak MWh for electricity traded into the Cinergy control area for such day as published in the Wall Street Journal, National Edition under the heading “DJ Cinergy” multiplied by a factor of 105%, or, if such price is not published therein, such other price as the Partnership, FWC and the Trustee shall mutually agree on and (b) at any time when a liquid energy market does exist in the Chicago metropolitan area, with respect to purchases on a

I-3

particular day, the weighted average price per on-peak MWh traded into the Chicago metropolitan area for such day, as provided in a recognized trading index or indices in such market as agreed upon by FWC, the Partnership and the Trustee.

“On-Peak Period” means the period of hours beginning at 0601 hours (for the hour ending 0700 hours) and ending at 2200 hours (for the hour ending 2200 hours) on all weekdays, Monday through Friday, excluding Holidays.

“Original 1994A and B Bonds” has the meaning set forth in the recitals to this Agreement.

“Partnership” means Robbins Resource Recovery Partners, L.P., a Delaware limited partnership.

“Party” or “Parties” means either or both parties to this Agreement as applicable.

“Prepackaged Bankruptcy Plan” means a prepackaged plan of reorganization of the Partnership, RRRP Robbins, Inc. and RRRP Illinois, Inc. under Chapter 11 of Title 11 of the United States Bankruptcy Code involving the restructuring of the Existing Bonds through the Initial Exchange.

“Prior Agreements” has the meaning set forth in the recitals to this Agreement.

“Project” has the meaning set forth in the recitals to this Agreement.

“Restructuring Agreement” means that certain Restructuring Agreement, dated as of the Restructuring Agreement Date, between the Partnership and, among others, the bondholders signatory thereto, in connection with the restructuring of the Existing Bonds pursuant to the Prepackaged Bankruptcy Plan.

“Restructuring Agreement Date” means October 15, 1999.

“Retail Rate Litigation” means the litigation pending in the U.S. District Court for the Northern District of Illinois, currently on appeal to the U.S. Court of Appeals for the Seventh Circuit (Case #96-CV-1735) and the litigation pending in the Circuit Court of Cook County, Illinois, County Department, Chancery Division, affirmed, in part, and vacated, in part by the Appellate Court of Illinois, First District (Consolidated Action Docket Nos. 96 CH 2560 and 96 CH 12873) and remanded to the Circuit Court.

“Second Amended Indenture” has the meaning set forth in the recitals to this Agreement.

“Senior Creditor” means, the holder of any Senior Debt.

“Senior Debt” means all principal, interest, fees, prepayment premiums and other amounts owed or hereafter owing by FWC under (i) the debt identified on Schedule C attached hereto

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(including the name and notice address of each Senior Creditor or its agent) and (ii) any other debt designated from time to time by FWC as Senior Debt for the purposes of this Agreement in a written notice to the Trustee, in each case together with any extensions, modifications, replacements or refinancings of such debt in whole or in part; provided, however, that the Senior Debt does not include, and shall under no circumstances be deemed to include (1) any principal, interest, fees, prepayment premiums or other debt which is subordinated in right of payment to any other Senior Debt and (2) the Trust Preferred Debt, and FWC affirms that its obligations under any Subordinated Debt shall constitute “Senior Indebtedness” under the terms of the Trust Preferred Debt.

“Senior Documents” means any and all documents, instruments, notes, certificates, guarantees or pledges which evidence or secure or in any way relate to the Senior Debt, or any part thereof, and all amendments, modifications, supplements, waivers, substitutions, replacements, renewals or extensions thereof.

“Standard & Poor’s” means Standard & Poor’s Rating Group, a division of McGraw Hill, Inc., it successors and assigns, and, if such group shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Standard & Poor’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Trustee at the direction of the Partnership.

“Subordinated Creditor” means, collectively, the Trustee and any permitted assignee of the Trustee’s interest in the Subordinated Debt (including, without limitation, the Village and the holders of the 1999C and D Bonds).

“Subordinated Debt” means all obligations of, and amounts due and owing by, FWC to the Trustee under this Agreement with respect to any or all Exit Payments, as the same may from time to time be amended, modified, extended, substituted and/or replaced in accordance with the terms hereof. FWC agrees and acknowledges that its obligations under any Subordinated Debt shall constitute “Senior Indebtedness” under the terms of the Trust Preferred Debt.

“Subordinated Documents” means this Agreement and any and all other documents and instruments which evidence or in any way relate to the Subordinated Debt, or any part thereof, and all amendments, modifications, supplements, waivers, substitutions, replacements or extensions thereof.

“Termination and Release Agreement” has the meaning set forth in the recitals to this Agreement.

“Trust Preferred Debt” means the $175,000,000 9.00% Junior Subordinated Debentures due 2029 issued pursuant to that certain Junior Subordinated Indenture, dated as of January 13, 1999, between Foster Wheeler Corporation and Harris Trust and Savings Bank, an Illinois banking corporation, as trustee.

I-5

“Trustee” means SunTrust Bank, Central Florida, National Association, and its successors and permitted assigns hereunder.

“Village” has the meaning set forth in the recitals to this Agreement.

“Wholesale Rate” means, with respect to purchases of electricity during Off-Peak Periods, the Off-Peak Market Price, and with respect to purchases of electricity during On-Peak Periods, the On-Peak Market Price.

I-6

SCHEDULE A - CURRENT EXIT PAYMENTS

Date	Principal Component		Interest Component (a)		Total Current Exit Payment
04/15/2000	—		$	3,443,750.00	$	3,443,750.00
10/15/2000	$	1,285,000	$	3,443,750.00	$	4,728,750.00
04/15/2001	—		$	3,397,168.75	$	3,397,168.75
10/15/2001	$	1,375,000	$	3,397,168.75	$	4,772,168.75
04/15/2002	—		$	3,347,325.00	$	3,347,325.00
10/15/2002	$	1,475,000	$	3,347,325.00	$	4,822,325.00
04/15/2003	—		$	3,293,856.25	$	3,293,856.25
10/15/2003	$	1,580,000	$	3,293,856.25	$	4,873,856.25
04/15/2004	—		$	3,236,581.25	$	3,236,581.25
10/15/2004	$	1,690,000	$	3,236,581.25	$	4,926,581.25
04/15/2005	—		$	3,175,318.75	$	3,175,318.75
10/15/2005	$	1,810,000	$	3,175,318.75	$	4,985,318.75
04/15/2006	—		$	3,109,706.25	$	3,109,706.25
10/15/2006	$	1,940,000	$	3,109,706.25	$	5,049,706.25
04/15/2007	—		$	3,039,381.25	$	3,039,381.25
10/15/2007	$	2,080,000	$	3,039,381.25	$	5,119,381.25
04/15/2008	—		$	2,963,981.25	$	2,963,981.25
10/15/2008	$	2,225,000	$	2,963,981.25	$	5,188,981.25
04/15/2009	—		$	2,883,325.00	$	2,883,325.00
10/15/2009	$	2,385,000	$	2,883,325.00	$	5,268,325.00
04/15/2010	—		$	2,796,868.75	$	2,796,868.75
10/15/2010	—		$	2,796,868.75	$	2,796,868.75
04/15/2011	—		$	2,796,868.75	$	2,796,868.75
10/15/2011	—		$	2,796,868.75	$	2,796,868.75
04/15/2012	—		$	2,796,868.75	$	2,796,868.75
10/15/2012	—		$	2,796,868.75	$	2,796,868.75
04/15/2013	—		$	2,796,868.75	$	2,796,868.75
10/15/2013	—		$	2,796,868.75	$	2,796,868.75
04/15/2014	—		$	2,796,868.75	$	2,796,868.75
10/15/2014	—		$	2,796,868.75	$	2,796,868.75
04/15/2015	—		$	2,796,868.75	$	2,796,868.75
10/15/2015	—		$	2,796,868.75	$	2,796,868.75
04/15/2016	—		$	2,796,868.75	$	2,796,868.75
10/15/2016	—		$	2,796,868.75	$	2,796,868.75
04/15/2017	—		$	2,796,868.75	$	2,796,868.75
10/15/2017	—		$	2,796,868.75	$	2,796,868.75

A-1

Date	Principal Component		Interest Component (a)		Total Current Exit Payment
04/15/2018	—		$	2,796,868.75	$	2,796,868.75
10/15/2018	—		$	2,796,868.75	$	2,796,868.75
04/15/2019	—		$	2,796,868.75	$	2,796,868.75
10/15/2019	—		$	2,796,868.75	$	2,796,868.75
04/15/2020	—		$	2,796,868.75	$	2,796,868.75
10/15/2020	—		$	2,796,868.75	$	2,796,868.75
04/15/2021	—		$	2,796,868.75	$	2,796,868.75
10/15/2021	—		$	2,796,868.75	$	2,796,868.75
04/15/2022	—		$	2,796,868.75	$	2,796,868.75
10/15/2022	—		$	2,796,868.75	$	2,796,868.75
04/15/2003	—		$	2,796,868.75	$	2,796,868.75
10/15/2023	$	37,230,000	$	2,796,868.75	$	40,026,868.75
04/15/2024	—		$	1,447,281.25	$	1,447,281.25
10/15/2024	$	39,925,000	$	1,447,281.25	$	41,372,281.25

NOTES:

(a) The Interest Component is calculated based on a rate of 7.25% per annum commencing on October 15, 1999.

A-2

SCHEDULE B - ACCRETED AMOUNT AND ACCRETED AMOUNT EXIT PAYMENT

DATE	ACCRETED AMOUNT (a)
04/15/2000	$	18,630,014.33
10/15/2000	$	19,282,234.96
04/15/2001	$	19,957,020.06
10/15/2001	$	20,655,444.13
04/15/2002	$	21,378,581.66
10/15/2002	$	22,126,790.83
04/15/2003	$	23,901,146.13
10/15/2003	$	22,702,722.06
04/15/2004	$	24,532,234.96
10/15/2004	$	25,390,759.31
04/15/2005	$	26,279,727.79
10/15/2005	$	27,199,498.57
04/15/2006	$	28,151,504.30
10/15/2006	$	29,136,819.48
04/15/2007	$	30,156,518.62
10/15/2007	$	31,212,034.38
04/15/2008	$	32,304,441.26
10/15/2008	$	33,435,171.92
04/15/2009	$	34,605,300.86
10/15/2009	$	35,816,618.91	*

NOTES:

*  Accreted Amount Exit Payment
(a)	Accreted Amount is calculated based on an assumed principal component of $18,000,000 with interest accruing at a nominal interest rate of 7.00% per annum commencing on October 15, 1999.

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SCHEDULE C - EXISTING SENIOR DEBT

1.$200,000,000 6-3/4% Notes due November 15, 2005

(Contact: Harris Trust and Savings Bank, trustee, 311 West Moore Street, 12th Floor, Chicago, IL, 60606, Attention: Corporate Trust Administration.)

2.$270,000,000 Revolving Credit Agreement, dated as of February 12, 1999, among Foster Wheeler Corporation, the guarantors signatory thereto (Foster Wheeler USA Corporation, Foster Wheeler Energy International, Inc., and Foster Wheeler Energy Corporation), the lenders signatory thereto, Bank of America, N.A.*, as administrative agent, First Union National Bank, as syndication agent, and ABN AMRO Bank, N.V., as documentation agent, and ABN AMRO Bank, N.V., First Union Capital Markets, Greenwich NatWest Structured Finance Inc. and TD Securities (USA) Inc., as arrangers.

(Contact: Bank of America, N.A.*, 1850 Gateway Boulevard, Concord, CA, 94520, Attn: Glenis Croucher, Tel: (925) 675-8447, Fax: (925) 675-8500; Copy to 555 South Flower Street, 11th Floor, Los Angeles, CA, 90071, Attn: Bob Troutman, Tel: (213) 228-3866, Fax: (213) 623-7923.)

3.$90,000,000 Short Term Revolving Credit Agreement, dated as of February 12, 1999, among Foster Wheeler Corporation, the guarantors signatory thereto (Foster Wheeler USA Corporation, Foster Wheeler Energy International, Inc. and Foster Wheeler Energy Corporation), the lenders signatory thereto, Bank of America, N.A.*, as administrative agent, First Union National Bank, as syndication agent, and ABN AMRO Bank, N.V., as documentation agent, arranged by NationsBanc Montgomery Securities LLC as lead arranger, and ABN AMRO Bank, N.V., First Union Capital Markets, Greenwich NatWest Structured Finance Inc. and TD Securities (USA) Inc., as arrangers.

(Contact: Bank of America, N.A.*, 1850 Gateway Boulevard, Concord, CA, 94520, Attn: Glenis Croucher, Tel: (925) 675-8447, Fax: (925) 675-8500; Copy to 555 South Flower Street, 11th Floor, Los Angeles, CA, 90071, Attn: Bob Troutman, Tel: (213) 228-3866, Fax: (213) 623-7923.)

*   (successor by merger to Bank of America National Trust & Savings Association)

C-1

APPENDIX 1

CONTINUING DISCLOSURE COVENANT

(a)Purpose; Definitions.  This Continuing Disclosure Covenant is being entered into for the benefit of the Owners and Beneficial Owners of the 1999C Bonds and the 1999D Bonds and in order to assist the Participating Underwriters in complying with the Rule. In addition to any terms defined in Schedule I to the Exit Funding Agreement, capitalized terms not otherwise conventionally capitalized shall the respective meanings ascribed to them in clause (m) of this Continuing Disclosure Covenant.

(b)Provision of Annual Reports.

(i)FWC shall, or shall cause the Dissemination Agent to, not later than 120 days after the end of FWC’s fiscal year, commencing with the report for FWC’s fiscal year ending December 31, 2000, provide to the Issuer and to each Repository an Annual Report which is consistent with the requirements of clause (c) of this Continuing Disclosure Covenant; provided, however, the Dissemination Agent shall have no obligation to examine said Annual Report as to its form, substance, or compliance with clause (c) below. In each case, the Annual Report may be submitted as a single document or as separate documents comprising a package, and may crossreference other information as provided in clause (c) of this Continuing Disclosure Covenant; provided that the audited financial statements of FWC may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the fiscal year of FWC shall change, FWC shall give notice of such change in the same manner as for a Listed Event under clause (d)(vi) of this Continuing Disclosure Covenant.

(ii)Not later than thirty (30) Business Days prior to the date specified in subclause (i) of this clause (b) for providing the Annual Report to the Repositories, FWC shall provide sufficient copies of the Annual Report to the Issuer, the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent) for each of the Repositories. If by such date the Trustee has not received a copy of the Annual Report, the Trustee shall contact FWC and the Dissemination Agent (if the Trustee is not the Dissemination Agent) to determine if FWC is in compliance with the first sentence of this subclause (ii).

(iii)If the Trustee is unable to verify that an Annual Report has been provided to the Issuer and the Repositories by the date required in subclause (i) of this clause (b), the Trustee shall send a notice to the Issuer and to each Repository in substantially the form set forth below:

APP-1-1

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT

Name of Issuer:VILLAGE OF ROBBINS, ILLINOIS

Name of Bond Issue:   RESOURCE RECOVERY REVENUE BONDS  (ROBBINS RESOURCE RECOVERY PARTNERS, L.P. PROJECT), $                          SERIES 1999C AND $                         SERIES 1999D

Name of Obligated Person:	ROBBINS RESOURCE RECOVERY PARTNERS, L.P.
Original Date of Issuance:	NOVEMBER 23, 1994
Date of First Exchange:	OCTOBER 15, 1996
Date of Most Recent Exchange:	, 2000

NOTICE IS HEREBY GIVEN that FWC has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Covenant contained in the Exit Funding Agreement dated October 15, 1999 between the Dissemination Agent and FWC.

[FWC has advised the undersigned that it anticipates that the Annual Report will be filed by

[INSERT DATE].]

Dated:                                        

SunTrust Bank, Central Florida, National Association, as Dissemination Agent on behalf of FWC

cc:FWC

Issuer

(iv)The Dissemination Agent shall:

(1)determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any; and

(2)file a report with the Company, the Issuer and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report, in the form furnished to it by FWC, has been provided pursuant to this Continuing Disclosure Covenant, stating the date it was provided, and listing all the Repositories to which it was provided.

(c)Content of Annual Report.     The Annual Report, commencing with the Annual Report for FWC’s fiscal year ending December 31, 2000, shall contain or include by reference the

APP-1-2

audited financial statements of FWC for the prior fiscal year prepared in accordance with GAAP. If such audited financial statements are not available by the time the Annual Report is required to be filed pursuant to subclause (i) of clause (b) of this Continuing Disclosure Covenant, the Annual Report shall contain unaudited financial statements in a form similar to the audited financial statements and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. FWC shall also include in each Annual Report the operating data required to be delivered by it pursuant to Section 5(a) of the Exit Funding Agreement. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which FWC is an “obligated person” (as defined by the Rule), which have been filed with the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. FWC shall clearly identify each such other document so included by reference.

(d)Reporting of Significant Events.

(i)Pursuant to the provisions of this clause (d), the Trustee shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 1999C and D Bonds, if material:

(1)Principal and interest payment delinquencies:

(2)Non-payment related defaults;

(3)Unscheduled draws on debt service reserves reflecting financial difficulties;

(4)Unscheduled draws on credit enhancement reflecting financial difficulties;

(5)Substitution of credit or liquidity providers, or their failure to perform;

(6)Adverse tax opinions or events affecting the tax-exempt status of the 1999C and

D Bonds;

(7)Modifications to rights of security holders;

(8)Bond calls (but not scheduled redemptions of 1999C and D Bonds from sinking funds);

(9)Defeasances;

(10)Release, substitution or sale of property securing repayment of the 1999C and D Bonds;

APP-1-3

(11)Rating changes.

(ii)The Trustee shall, within five (5) Business Days of obtaining actual knowledge of the occurrence of any of the Listed Events (except events listed in subclauses (i)(1), (8) or (9)), contact the Issuer and FWC’s representative designated by written notice to the Trustee (the “FWC Representative”), inform them of the event, and request that FWC promptly notify the Issuer and the Trustee in writing whether or not to report the event pursuant to subclause (vi) below.

(iii)Whenever FWC obtains knowledge of the occurrence of a Listed Event, because of a notice from the Trustee pursuant to subclause (ii) immediately above or otherwise, FWC shall as soon as possible determine whether such event would constitute material information for Owners and Beneficial Owners of the 1999C Bonds or the 1999 D Bonds, as the case may be; provided, however, that any event under subclause (i)(11) will always be deemed to be material. FWC may consult with representatives of the Issuer and its consultants, counsel and advisors as to whether any Listed Event constitutes material information for Owners and Beneficial Owners of the 1999C Bonds or the 1999D Bonds, as the case may be, and reflects financial difficulty, if appropriate.

(iv)If FWC has determined that knowledge of the occurrence of a Listed Event would be material, FWC shall promptly notify the Issuer and the Trustee in writing. Such notice shall instruct the Trustee to report the occurrence pursuant to subclause (vi).

(v)If in response to a request under subclause (ii), FWC determines that the Listed Event would not be material, FWC shall so notify the Issuer and the Trustee in writing, giving the reason that the Listed Event is not material, and shall instruct the Trustee not to report the occurrence pursuant to subclause (vi) below.

(vi)If the Trustee (or the Dissemination Agent, if not the Trustee) has been instructed by FWC to report the occurrence of a Listed Event, the Trustee shall file a notice of such occurrence with the Municipal Securities Rulemaking Board and each State Repository with a copy to the Issuer and FWC. Notwithstanding the foregoing, notice of Listed Events described in subclauses (i)(8) and (9) need not be given under this subsection any earlier than the notice (if any) that the underlying event is given to Owners of affected Bonds pursuant to the Second Amended Indenture.

(e)Termination of Reporting Obligation. FWC’s obligations under this Continuing Disclosure Covenant shall terminate upon the legal defeasance, prior redemption or payment in full of all of the 1999C Bonds and the 1999D Bonds. If FWC’s obligations under the Exit Funding Agreement are assumed in full by some other Person, such Person shall be responsible for compliance with this Continuing Disclosure Covenant in the same manner as if it were FWC and the FWC shall have no further obligations hereunder so long as, but solely to the extent that, FWC delivers a written assumption by such Person of the FWC’s obligations under this Continuing

APP-1-4

Disclosure Covenant, in form and substance satisfactory to the Trustee and the Issuer. If such termination or substitution occurs prior to the final maturity of the 1999C Bonds or the 1999D Bonds, FWC shall give notice of such termination or substitution in the same manner as for a Listed Event under clause (d)(vi).

(f)Dissemination Agent.  FWC may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Continuing Disclosure Covenant, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the form, substance or content of any notice or report prepared by FWC pursuant to this Continuing Disclosure Covenant. If at any time there is not any other designated Dissemination Agent, the Trustee shall be the Dissemination Agent. The initial Dissemination Agent shall be the Trustee. No Owner, Beneficial Owner, Participating Underwriter or any other person shall have any action against the Dissemination Agent for damages of any kind or nature whatsoever.

(g)Amendment; Waiver.  Notwithstanding any other provision of this Continuing Disclosure Covenant, FWC and the Trustee may amend this Continuing Disclosure Covenant (and the Trustee shall agree to any amendment so requested by FWC) and any provision of this Continuing Disclosure Covenant may be waived, provided that the following conditions are satisfied:

(i)If the amendment or waiver relates to the provisions of clauses (b)(i), (c) or (d)(i), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an “obligated person” with respect to the 1999C Bonds or the 1999D Bonds, or the type of business conducted;

(ii)This Continuing Disclosure Covenant, as amended or taking into account such waiver, would, in the opinion of Bond Counsel, have complied with the requirements of the Rule at the time of the original issuance or remarketing (in either case, for which the Rule was first effective) of the 1999C Bonds or the 1999D Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

(iii)The amendment or waiver either (A) is approved by the Owners or Beneficial Owners of the 1999C Bonds or the 1999D Bonds, as the case maybe, in the same manner as provided in Section 10.01 of the Second Amended Indenture for amendments to the Second Amended Indenture with the consent of Owners, or (B) does not, in the opinion of the Trustee or Bond Counsel, materially impair the interests of the Owners or Beneficial Owners of the 1999C Bonds or the 1999D Bonds, as the case may be.

In the event of any amendment or waiver of a provision of this Continuing Disclosure Covenant, FWC shall describe such amendment, in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented with respect to FWC. In addition, if the amendment relates to the

APP-1-5

accounting principles to be followed in preparing financial statements, (Y) notice of such change shall be given in the same manner as for a Listed Event under Clause (d)(vi), and (Z) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

(h)Additional Information.   Nothing in this Continuing Disclosure Covenant shall be deemed to prevent FWC from disseminating any other information, using the means of dissemination set forth in this Continuing Disclosure Covenant or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Continuing Disclosure Covenant. If FWC chooses to include any information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is specifically required by this Continuing Disclosure Covenant, FWC shall have no obligation under this Continuing Disclosure Covenant to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

(i)Default.  In the event of a failure of FWC or the Dissemination Agent to comply with any provision of this Continuing Disclosure Covenant, the Trustee may (and, at the request of any Participating Underwriter or the Owners of at least 25% aggregate principal amount of outstanding 1999C Bonds and 1999 D Bonds, shall), or any Owner or Beneficial Owner of the 1999C Bonds and 1999D Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause or the Trustee, as the case may be, to comply with its obligations under this Continuing Disclosure Covenant. A default under this Continuing Disclosure Covenant shall not be deemed an Event of Default under the Second Amended Indenture or the Exit Funding Agreement, and the sole remedy under this Continuing Disclosure Covenant in the event of any failure of FWC or the Trustee to comply with this Continuing Disclosure Covenant shall be an action to compel performance.

(j)Duties; Immunities and Liabilities of Trustee and Dissemination Agent.  As to the obligations of the Trustee hereunder, Article VIII of the Second Amended Indenture is hereby made applicable to this Continuing Disclosure Covenant as if this Continuing Disclosure Covenant were (solely for this purpose) contained in the Second Amended Indenture. The Dissemination Agent (if other than the Trustee or the Trustee in its capacity as Dissemination Agent) shall have only such duties as are specifically set forth in this Continuing Disclosure Covenant, and FWC agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the reasonable costs and expenses (including reasonable attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of FWC under this clause (j) shall survive resignation or removal of the Dissemination Agent and payment of the 1999C Bonds and the 1999D Bonds.

APP-1-6

(k)Notices.  Any notices or communications to or among any of the parties to this Continuing Disclosure Covenant shall be given in the manner provided in Section 10(d) of the Exit Funding Agreement.

(l)Beneficiaries.  This Continuing Disclosure Covenant shall inure solely to the benefit of the Issuer, the Trustee, the Dissemination Agent, the Participating Underwriters, and Owners and Beneficial Owners from time to time of the 1999C  Bonds and the 1999D Bonds, and shall create no rights in any other Person or entity.

(m)Definitions.  As used in this Continuing Disclosure Covenant, the following terms shall have the following meanings:

“Annual Report” shall mean any Annual Report provided by FWC pursuant to, and as described in, clauses (c) and (d) of the Continuing Disclosure Covenant.

“Beneficial Owner” is defined in Section 2.09 of the Second Amended Indenture.

“Bond Counsel” means any firm of nationally recognized municipal bond attorneys selected by the Issuer with the prior written consent of the FWC Representative (which consent shall not be unreasonably withheld) and experienced in the issuance of municipal bonds and matters relating to the exclusion of the interest thereon from gross income for Federal income tax purposes.

“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which banks in any city in which the principal office of the Trustee or any Securities Depository is located, are authorized or required to be closed.

“Dissemination Agent” means the Trustee, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by FWC, or its successors and assigns and which has filed with the Trustee a written acceptance of such designation.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“Issuer” means the Village of Robbins, Cook County, Illinois, a municipality duly organized and validly existing under the Constitution and laws of the State of Illinois.

“Listed Events” shall mean any of the events listed in clause (e)(i) of this Continuing Disclosure Covenant.

“National Repository” means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule.

APP-1-7

EX-4.11

Exhibit 4.11

FOSTER WHEELER CORPORATION

TO

HARRIS TRUST AND SAVINGS BANK,

Trustee

INDENTURE

Dated as of November 15, 1995

Reconciliation and tie between Indenture, dated as of November 15, 1995, and the Trust Indenture Act of 1939, as amended (“TIA”).

TIA Section		Indenture Section
310(a)(1)		609
	(a)(2)	609
	(a)(3)	TIA
	(a)(4)	Not Applicable
	(a)(5)	TIA
	(b)	610; TIA
311(a)		613; TIA
	(b)	613; TIA
	(c)	Not Applicable
312(a)		701
	(b)	702; TIA
	(c)	702(c); TIA
313(a)		703; TIA
	(b)	703; TIA
	(c)	703; TIA
	(d)	703; TIA
314(a)		704; TIA
	(b)	Not Applicable
	(c)(1)	102
	(c)(2)	102
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	TIA
	(f)	TIA
315(a)		601; 603; TIA
	(b)	602; TIA
	(c)	TIA

	(d)(1)	TIA
	(d)(2)	603; TIA
	(d)(3)	603; TIA
	(e)	TIA
316(a)(1)(A)		502; 512
	(a)(1)(B)	513
	(b)	507; 508
	(c)	TIA
317(a)(1)		TIA
	(a)(2)	TIA
	(b)	1003
318(a)		108
	(b)	TIA
	(c)	108; TIA

This reconciliation and tie section does not constitute part of the Indenture.

TABLE OF CONTENTS

PARTIES
RECITALS
	Authorization of Indenture
	Compliance with Legal Requirements
ARTICLE ONE		Definitions and Other Provisions of General Application
	Section 101.	Definitions
		Actual knowledge
		Affiliate
		Attributable Debt
		Authenticating Agent
		Authorized Newspaper
		Bearer Security
		Board of Directors
		Board Resolution
		Business Day
		Capital Stock
		Closing Price Per Share
		Commission
		Company
		Company Order and Company Request
		Consolidated Net Tangible Assets
		Converting Holder
		Corporate Trust Office
		Corporation
		Coupon
		Debt
		Default
		Defaulted Interest
		Depositary

NOTE:  This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

i

NOTE:  This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

ii

	Responsible Officer
	Restricted Subsidiary
	Sale and leaseback transaction
	Secured Debt
	Securities
	Security Register and Security Registrar
	Senior Debt
	Special Record Date
	Specified Currency
	Stated Maturity
	Subsidiary
	Surrendered Securities
	Trading Day
	Trust Indenture Act
	Trustee
	Vice President
	Working Debt
	Yield to Maturity
Section 102.	Compliance Certificates and Opinions
Section 103.	Form of Documents Delivered to Trustee
Section 104.	Acts of Holders; Record Dates
Section 105.	Notices, Etc., to Trustee and Company
Section 106.	Notice to Holders; Waiver
Section 107.	Shareholders, Officers and Directors of Company Exempt from Individual Liability
Section 108.	Conflict with Trust Indenture Act
Section 109.	Effect of Headings and Table of Contents
Section 110.	Successors and Assigns
Section 111.	Separability Clause
Section 112.	Benefits of Indenture
Section 113.	Governing Law
Section 114.	Legal Holidays
Section 115.	Counterparts

NOTE:  This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

iii

ARTICLE TWO		Security Forms
	Section 201.	Forms Generally
	Section 202.	Form of Trustee’s Certificate of Authentication
	Section 203.	Additional Provisions Required in Global Security
ARTICLE THREE		The Securities
	Section 301.	Amount Unlimited; Issuable in Series
	Section 302.	Denominations
	Section 303.	Execution, Authentication, Delivery and Dating of Securities
	Section 304.	Temporary Securities
	Section 305.	Registration, Registration of Transfer and Exchange
	Section 306.	Mutilated, Defaced, Destroyed, Lost and Stolen Securities
	Section 307.	Payment of Interest; Interest Rights Preserved
	Section 308.	Persons Deemed Owners
	Section 309.	Cancellation
	Section 310.	Computation of Interest
	Section 311.	Securities Denominated in Foreign Currencies
	Section 312.	Compliance with Certain Laws and Regulations
ARTICLE FOUR		Satisfaction and Discharge
	Section 401.	Satisfaction and Discharge of Indenture
	Section 402.	Application of Trust Money
ARTICLE FIVE		Remedies
	Section 501.	Events of Default
	Section 502.	Acceleration of Maturity; Rescission and Annulment
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee
	Section 504.	Trustee May File Proofs of Claim
	Section 505.	Trustee May Enforce Claims Without Possession of Securities
	Section 506.	Application of Moneys Collected by Trustee
	Section 507.	Limitation on Suits

NOTE:  This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

iv

	Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest
	Section 509.	Restoration of Rights and Remedies
	Section 510.	Rights and Remedies Cumulative
	Section 511.	Delay or Omission Not Waiver
	Section 512.	Control by Holders
	Section 513.	Waiver of Past Defaults
	Section 514.	Undertaking for Costs
	Section 515.	Waiver of Stay or Extension Laws
ARTICLE SIX		The Trustee
	Section 601.	Certain Duties and Responsibilities
	Section 602.	Notice of Defaults
	Section 603.	Certain Rights of the Trustee
	Section 604.	Not Responsible for Recitals or Issuance of Securities
	Section 605.	May Hold Securities
	Section 606.	Money Held in Trust
	Section 607.	Compensation and Reimbursement
	Section 608.	Right to Rely on Officers’ Certificate
	Section 609.	Eligibility
	Section 610.	Resignation and Removal; Appointment of Successor
	Section 611.	Acceptance of Appointment by Successor
	Section 612.	Merger, Conversion, Consolidation or Succession to Business
	Section 613.	Preferential Collection of Claims Against Company
	Section 614.	Appointment of Authenticating Agent
ARTICLE SEVEN		Holders’ List and Reports by Trustee and Company
	Section 701.	Company to Furnish Trustee Names and Addresses of Holders
	Section 702.	Preservation of Information; Communications to Holders
	Section 703.	Reports by Trustee
	Section 704.	Reports by Company

NOTE:  This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

v

ARTICLE EIGHT		Consolidation, Merger, Conveyance, Transfer or Lease
	Section 801.	Company May Consolidate, Etc., Only on Certain Terms
	Section 802.	Successor Substituted
ARTICLE NINE		Supplemental Indentures
	Section 901.	Supplemental Indentures Without Consent of Holders
	Section 902.	Supplemental Indentures with Consent of Holders
	Section 903.	Execution of Supplemental Indentures
	Section 904.	Effect of Supplemental Indentures
	Section 905.	Conformity with Trust Indenture Act
	Section 906.	Reference in Securities to Supplemental Indentures
ARTICLE TEN		Covenants
	Section 1001.	Payment of Principal, Premium and Interest
	Section 1002.	Maintenance of Office or Agency
	Section 1003.	Money for Securities Payments to Be Held in Trust
	Section 1004.	Limitation on Liens
	Section 1005.	Limitation on Sales and Leasebacks
	Section 1006.	Certificate of Compliance
	Section 1007.	Waiver of Certain Covenants
	Section 1008.	Limitation on Debt Incurred by Restricted Subsidiaries
ARTICLE ELEVEN		Redemption of Securities
	Section 1101.	Applicability of Article
	Section 1102.	Election to Redeem; Notice to Trustee
	Section 1103.	Selection by Trustee of Securities to Be Redeemed
	Section 1104.	Notice of Redemption
	Section 1105.	Deposit of Redemption Price
	Section 1106.	Securities Payable on Redemption Date
	Section 1107.	Securities Redeemed in Part
	Section 1108.	Rescission of Redemption
ARTICLE TWELVE		Sinking Funds
	Section 1201.	Applicability of Article
	Section 1202.	Satisfaction of Sinking Fund Payments with Securities

NOTE:  This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

vi

	Section 1203.	Redemption of Securities for Sinking Fund
ARTICLE THIRTEEN		Defeasance
	Section 1301.	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance
	Section 1302.	Defeasance and Discharge
	Section 1303.	Covenant Defeasance
	Section 1304.	Conditions to Defeasance or Covenant Defeasance
	Section 1305.	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
	Section 1306.	Reinstatement
ARTICLE FOURTEEN		Convertible Securities
	Section 1401.	Applicability of Article
	Section 1402.	Right of Holders to Convert Securities
	Section 1403.	Issuance of Shares of Capital Stock on Conversion
	Section 1404.	No Payment or Adjustment for Interest or Dividends
	Section 1405.	Adjustment of Conversion Rate
	Section 1406.	No Fractional Shares to be Issued
	Section 1407.	Preservation of Conversion Rights Upon Consolidation, Merger, Sale or Conveyance
	Section 1408.	Notice to Holders of Securities of a Series Prior to Taking Certain Types of Action
	Section 1409.	Covenant to Reserve Shares for Issuance on Conversion of Securities
	Section 1410.	Compliance with Governmental Requirements
	Section 1411.	Payment of Taxes Upon Certificates for Shares Issued Upon Conversion of Securities
	Section 1412.	Trustee’s Duties with Respect to Conversion Provisions
	Section 1413.	Corporate Action Regarding Par Value of Capital Stock
	Section 1414.	Company Determination Final
ARTICLE FIFTEEN		Subordination
	Section 1501.	Applicability of Article
	Section 1502.	Agreement to Subordinate
	Section 1503.	Subrogation

NOTE:  This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

vii

	Section 1504.	Authorization by Holders of Subordinated Securities
	Section 1505.	Notice to Trustee
	Section 1506.	Trustee’s Relation to Senior Debt
	Section 1507.	No Impairment of Subordination
Testimonium
Signatures
Acknowledgments

NOTE:  This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

viii

THIS INDENTURE, dated as of           , 1995 between FOSTER WHEELER CORPORATION, a corporation duly organized and existing under the laws of the State of New York (herein called the “Company”), having its principal office at Perryville Corporate Park, Clinton, New Jersey 08809, and HARRIS TRUST AND SAVINGS BANK, an Illinois banking corporation, as Trustee (herein called the “Trustee”) having its corporate trust office at 311 West Monroe Street, Chicago, Illinois 60606.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness, which may be convertible into shares of Capital Stock (as such term is hereinafter defined) of the Company (such debentures, notes or other evidences of indebtedness herein called the “Securities”) to be issued in one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is agreed for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE ONE

Definitions and Other Provisions
of General Application

Section 101.Definitions.

For all purposes of this Indenture and of any indenture supplemental hereto, except as otherwise expressly provided or unless the context otherwise requires:

(1)  the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)  all other terms used herein which are defined in, or by Commission rule under, the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3)  all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with United States generally accepted accounting principles as in effect on the date hereof; and

(4)  the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

Certain terms, used principally in Article Six, are defined in that article.

The following terms shall have the following respective meanings:

“Actual knowledge” has a meaning specified in Section 603.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Attributable Debt” means, as to any particular lease under which any Person is at the time liable, at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining primary term thereof, discounted from, the respective due dates thereof to such date at the rate of interest per annum, compounded semi-annually, implicit in the terms of such lease, as determined in good faith by the Company.  The net amount of rent required to be paid under any such lease for any such period shall be the amount of the rent payable by the lessee with respect to such period, after excluding amounts required to be paid on account of maintenance, repairs, insurance, taxes, assessments, water rates and similar charges and contingent rents such as those based on sales.  In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but shall not include any rent required to be paid under such lease subsequent to the first date upon which it may be so terminated.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series.

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“Authorized Newspaper” means a newspaper of general circulation, in the official language of the country of publication or in the English language, customarily published on each Business Day whether or not published on Saturdays, Sundays or holidays.  Whenever successive publications in an Authorized Newspaper are required hereunder they may be made (unless otherwise expressly provided herein) on the same or different days of the week and in the same or different Authorized Newspapers.

“Bearer Security” means any Security issued under this Indenture which is payable to bearer.

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board or any directors.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means, except as may otherwise be provided herein or in any Security, when used with respect a location, any day which is not a day on which banking institutions in that location are authorized or obligated by law or executive order to close.

“Capital Stock” means any stock of any class of the Company.

“Closing Price Per Share” means, with respect to the Capital Stock of the Company, for any day the last reported sales price per share (i) on the NYSE as reported in the Wall Street Journal (or other similar newspaper) for New York Stock Exchange Composite Transactions (or, if no such sale is so reported on such day, the average of such reported closing bid and asked prices regular way) or, if the Capital Stock is not listed or admitted to trading on such the NYSE, on the principal (as determined by the Company’s Board of Directors) national securities exchange on which the Capital Stock is listed or admitted to trading or, (ii) if not listed or admitted to trading on any national securities exchange, on The NASDAQ National Market, or if the Capital Stock is not listed or admitted to trading on any national securities exchange or quoted on such National Market System, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

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“Company” means the Person named as the “Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Order” and “Company Request” mean, respectively, a written order or request signed in the name of the Company by both (i) its Chairman of the Board of Directors, its Vice Chairman of the Board of Directors, its President or a Vice President, and (ii) its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee.

“Consolidated Net Tangible Assets” means the aggregate amount of assets after deducting (i) all current liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recently prepared balance sheet of the Company and its consolidated Subsidiaries and computed in accordance with United States generally accepted accounting principles.

“Converting Holder” has the meaning specified in Section 1403.

“Corporate Trust Office” means the office of the Trustee at which, at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is located at 311 West Monroe Street, 12th Floor, Chicago, Illinois 60606, Attention: Indenture Trust Division.

“Corporation” includes corporations, partnerships, associations, companies, joint-stock companies and business trusts.

“Coupon” means any interest coupon appertaining to a Bearer Security.

“Debt”, with respect to any Person, means

(i)  any debt (a) for money borrowed, or (b) evidenced by a bond, note, debenture, or similar instrument (including purchase money obligations) given in connection with the acquisition of any business, property or assets, whether by purchase, merger, consolidation or otherwise, but shall not include any account payable or other obligation created or assumed by a Person in the ordinary course of business in connection with the obtaining of materials or services, or (c) which is a direct or indirect obligation which arises as a result of banker’s acceptances;

(ii)  any debt of others described in the preceding clause (i) which such Person has guaranteed or for which it is otherwise directly liable;

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(iii)  the obligation of such Person as lessee under any lease of property which is reflected on such Person’s balance sheet as a capitalized lease; and

(iv)  any deferral, amendment, renewal, extension, supplement or refunding of any liability of the kind described in any of the preceding clauses (i), (ii) and (iii);

provided, however, that, in computing the Debt of any Person, there shall be excluded any particular Debt if, upon or prior to the maturity thereof, there shall have been deposited with a depositary in trust money (or evidence of Debt if permitted by the instrument creating such Debt) in the necessary amount to pay, redeem or satisfy such Debt as it becomes due, and the amount so deposited shall not be included in any computation of the assets of such Person.

“Default” has the meaning specified in Section 602.

“Defaulted Interest” has the meaning specified in Section 307.

“Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary by the Company pursuant to Section 301 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Securities of that series.

“defeasance” and “covenant defeasance” have the respective meanings specified in Sections 1302 and 1303.

“Determination Date” has the meaning specified in Section 1405.

“ECU” means the European Currency Unit as defined and revised from time to time by the Council of the European Communities.

“Event of Default” has the meaning specified in Section 501.

“Existing Debt” means all Debt outstanding on the date of issuance of a particular series of Securities.

“Global Security” means a Security bearing the legend prescribed in Section 203 evidencing all or part of a series of Securities, issued to the Depositary for such series or its nominee, and registered in the name of such Depositary or nominee.

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“Government Obligations” has the meaning specified in Section 1304.

“Holder” means, with respect to a Registered Security, a Person in whose name a Security is registered in the Security Register and, with respect to a Bearer Security, a bearer thereof or of a Coupon appertaining thereto.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument, and any such supplemental indenture, the mandatory provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively.  The term “Indenture” shall also include the terms of particular series of Securities established as contemplated in Section 301.

“Interest” means, when used with respect to a non-interest bearing Security, interest payable after the principal thereof has become due and payable whether at Maturity, by declaration of acceleration, by call for redemption, pursuant to a sinking fund or otherwise, and, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, interest payable after Maturity.

“Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Lien” has the meaning specified in Section 1004.

“Mandatory sinking fund payment” has the meaning specified in Section 1201.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, pursuant to a sinking fund or otherwise.

“NASDAQ” means National Association of Securities Dealers Automated Quotations National Market System.

“NYSE” means the New York Stock Exchange, Inc.

“Officers’ Certificate” means a certificate signed by both (a) the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, the President or a Vice President and (b) the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.

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Each such Officers’ Certificate shall include the statements required by Section 102 hereunder.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company.

“Optional sinking fund payment” has the meaning specified in Section 1201.

“Original Issue Date” of any Security (or portion thereof) means the earlier of (a) the date of such Security or (b) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

“Outstanding” when used with respect to Securities, means, except as otherwise required by the Trust Indenture Act as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(a)  Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b)  Securities, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities and of any Coupons; provided, however, that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(c)  Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; and

(d)  Securities which have been converted into Capital Stock in accordance with Article Fourteen hereof, if the terms of such Securities provide for convertibility pursuant to Section 301.

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provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities of any series have taken any action (including the making of any request, demand, authorization or direction), the giving of any notice, consent or waiver (or the taking of any other action) hereunder and in determining voting rights of any Holder of a Security hereunder (i) the principal amount of Original Issue Discount Securities that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 and (ii) the principal amount of any Security, the principal amount of which is denominated in a Specified Currency, shall be deemed to be that amount as determined in accordance with Section 311 (or, in the case of any Original Issue Discount Security, the amount determined in accordance with clause (i) above as well as Section 311), and (iii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded.  Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or any such other obligor.  In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice.

“Overdue Rate” means, unless otherwise specified in the Securities of any series, the same rate as the rate of interest specified in the Securities of such series or, in the case of a series of Original Issue Discount Securities, the Yield to Maturity of such series of Securities.

“Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.

“Permitted Secured Debt” means all Debt (i) permitted under Section 1004 and (ii) to which Section 1004 is expressly inapplicable.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a

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mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Principal Property” means any facility owned by the Company or any subsidiary, in each case, the gross book value of which on the date of determination exceeds 1% of Consolidated Net Tangible Assets.

“Project Debt” means Debt incurred to finance cogeneration, waste-to-energy or other operating or construction projects, but only to the extent that the Debt associated with any such transaction is limited in recourse to the assets, contractual rights and revenues of the particular project being financed.

“Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified as such in the terms of the Securities of such series, or, if no such date is so specified, if such Interest Payment Date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such Interest Payment Date is the fifteenth day of a calendar month, the last day of the preceding calendar month, whether or not such Record Date is a Business Day.

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, in whole or in part, means the price at which it is to be redeemed pursuant to this Indenture.

“Redemption Rescission Event” means the occurrence of (a) any general suspension of trading in, or limitation on prices for, securities on the principal national securities exchange on which shares of Capital Stock are registered and listed for trading (or, if shares of Capital Stock are not registered and listed for trading on any such exchange, in the over-the-counter market) for more than six-and-one-half (6-1/2) consecutive trading hours, (b) any decline in either the Dow Jones Industrial Average or the Standard & Poor’s Index of 400 Industrial Companies (or any successor index published by Dow Jones & Company, Inc. or Standard & Poor’s Corporation) by either (i) an amount in excess of 10%, measured from the close of business on any Trading Day to the close of business on the next succeeding Trading Day during the period commencing on the Trading Day preceding the day notice of any redemption of Securities is given (or, if such notice is given after the close of business on a Trading Day, commencing on the Trading Day) and ending at the time and date fixed for redemption in such notice or (ii) an amount in excess of 15% (or if the time and date fixed for redemption is more than 15 days following the date on which such notice of redemption is given, 20%), measured from the close of business on the Trading Day preceding the day notice of such redemption is given (or, if such notice is given after the close of business on a

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Trading Day, from such Trading Day) to the close of business on any Trading Day at or prior to the time and date fixed for redemption, (c) a declaration of a banking moratorium or any suspension of payments in respect of banks by Federal or state authorities in the United States or (d) the commencement of or a significant escalation in a war or armed hostilities or other national or international calamity directly or indirectly involving the United States which in the reasonable judgement of the Company could have a material adverse effect on the market for the Capital Stock.

“Registered Holder” means the Holder of a Registered Security.

“Registered Security” means any Security issued under this Indenture which is registered as to principal and interest in the Security Register.

“Rescission Date” has the meaning specified in Section 1108.

“Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Subsidiary” means any Subsidiary of the Company which owns, directly or indirectly, a Principal Property and any Subsidiary which, in the opinion of the Board of Directors or any duly authorized committee thereof, is of material importance to the Company.

“Sale and leaseback transaction” has the meaning specified in Section 1005.

“Secured Debt” means all Debt that is secured by a Lien.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Bearer Security, including any Coupon appertaining thereto, or any Registered Security authenticated and delivered under this Indenture.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

“Senior Debt” means the principal, premium, if any, unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing interest is allowed in such proceeding), fees, charges, expenses, reimbursement and indemnification obligations, and all other amounts payable under or in respect of Debt of the Company, whether any such Debt exists as of the date of the Indenture

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or is created, incurred, assumed or guaranteed after such date, other than (i) Debt that by its terms or by operation of law is subordinated to or on a parity with the Securities and (ii) Debt owed to a subsidiary or partnership of the Company.

“Special Record Date” has the meaning specified in Section 307.

“Specified Currency” means a currency other than United States dollars or units of currencies or a composite currency.

“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Subsidiary” means a Corporation of which securities having ordinary voting power, in the absence of contingencies, to elect at least a majority of directors, are owned directly or indirectly by the Company.

“Surrendered Securities” has the meaning specified in Section 1403.

“Trading Day” means, with respect to Capital Stock, so long as any Capital Stock is listed or admitted to trading on the NYSE, a day on which the NYSE is open for the transaction of business, or, if the Capital Stock is not listed or admitted to trading on the NYSE, a day on which the principal national securities exchange on which the Capital Stock is listed is open for the transaction of business, or, if the Capital Stock is not so listed or admitted for trading on any national securities exchange, a day on which NASDAQ is open for the transaction of business.

“Trust Indenture Act” (except as otherwise provided in Section 905) means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title of “vice president”.

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“Working Debt” means Debt incurred by Subsidiaries of the Company organized outside the United States for (i) working capital in the ordinary course of business that is repayable within three years or (ii) hedging currency risk relating to contracts with customers for the delivery of products and services with proceeds segregated and identified and limited to investments and uses designed to accomplish such purpose.

“Yield to Maturity” means, in the case of any Original Issue Discount Security, the yield to maturity specified in such Security or in a Board Resolution relating thereto.

Section 102.Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act.  Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by any officer of the Company, or Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include

(1)  a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)  a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)  a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)  a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 103.Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may

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certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.  Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 104.Acts of Holders; Record Dates.

(a)  Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Securities of any series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (1) by any instrument or any number of instruments of similar tenor executed by such Holders in person or by agent or proxy appointed in writing, or (2) by the record of such Holders of Securities voting in favor thereof at any meeting of such Holders duly called and held, or (3) by a combination of such instrument or instruments and any such record of such a meeting of such Holders; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments and/or such record are delivered to the Trustee.  Proof of execution of any instrument or of a writing appointing any such agent or proxy shall be sufficient for any purpose of this Indenture and (subject to the requirements of the Trust Indenture Act and Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 104.

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Without limiting the generality of the foregoing, a Holder, including a Depositary that is a Holder of a Global Security, may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted in this Indenture to be made, given or taken by Holders, and a Depositary that is a Holder of a Global Security may provide its proxy or proxies to the beneficial owners of interest in any such Global Security.

(b)  Subject to the requirements of the Trust Indenture Act and Sections 601 and 603, proof of the execution of any instrument by a Holder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee.

(c)  If the Company shall solicit from the Registered Holders any demand, request, notice, consent, waiver or the taking of any other action, the Company may, at its option, by a Board Resolution, fix in advance a record date for the determination of Registered Holders entitled to give such demand, request, notice, consent or waiver or to take such other action, but the Company shall have no obligation to do so.  If such a record date is fixed, such demand, request, notice, consent, waiver or other action may be given before or after the record date, but only the Registered Holders of record at the close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite percentage of Securities Outstanding have authorized or agreed or consented to such demand, request, notice, consent, waiver or taking of any other action, and for that purpose the Securities Outstanding shall be computed as of the record date; provided, however, that no such demand, request, notice, consent, waiver or taking of any other action by the Holders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the Record Date.

(d)  The ownership of Registered Securities shall be proved by the Security Register or by a certificate of the Person designated by the Company to keep the Security Register and to act as repository in accordance with the provisions of Section 305.

(e)  Any request, demand, authorization, direction, notice, consent, waiver or other act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

(f)  At any time prior to (but not after) the evidencing to the Trustee of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this

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Indenture in connection with such action, any Holder of a Security the serial number or other distinguishing symbol of which is shown by the evidence to be included among the serial numbers or other distinguishing symbols of the Securities the Holders of which have consented to such action may, by filing written notice at the Corporate Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security.

Section 105.Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1)  the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention:  Corporate Trust Department, or

(2)  the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company.

Section 106.Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, (i) if any of the Securities affected by such event are Registered Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any) prescribed for the giving of such notice, and, (ii) if any of the Securities affected by such event are Bearer Securities, notice to the Holders thereof shall be sufficiently given (unless otherwise herein or in the terms of such Bearer Securities expressly provided) if published once in an Authorized Newspaper in New York, New York, and in such other city or cities, if any, as may be specified as contemplated in Section 301.

In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.  In any case where notice is given to Holders by publication, neither the failure to publish such notice, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders.

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Where this Indenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.  Notwithstanding anything to the contrary elsewhere in this Indenture as to the giving of notice, any other form of written notice is sufficient, if received.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give any notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.  If it is impossible or, in the opinion of the Trustee, impracticable to give any notice by publication in the manner herein required, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.

Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

Section 107.Shareholders, Officers and Directors of Company
Exempt from Individual Liability.

No recourse under or upon any obligation or covenant contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any past, present or future shareholder, officer or director, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders thereof and as part of the consideration for the issue of the Securities.

Section 108.Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control.  If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

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Section 109.Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 110.Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 111.Separability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 112.Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 113.Governing Law.

This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.

Section 114.Legal Holidays.

In any case where any Interest Payment Date, Redemption Date, Stated Maturity or Maturity of any Security shall not be a Business Day at the place of payment, then (notwithstanding any other provision on this Indenture or of the Securities (other than a provision of the Securities of any series which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day in such place with the same force and effect as if made on such Interest Payment Date or Redemption Date or at the Stated Maturity or Maturity, provided, however, that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be.

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Section 115.Counterparts.

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

ARTICLE TWO

Security Forms

Section 201.Forms Generally.

The Securities of each series and any Coupons to be attached thereto shall be substantially in such form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law, rule or regulation or with the rules of any securities exchange or as may, consistent with the provisions of this Indenture, be determined by the officers executing such Securities, as evidenced by their execution of the Securities.  Temporary Securities of any series may be issued as permitted by Section 304.  If the form of Securities or Coupons of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated in Section 303 for the authentication and delivery of such Securities.  Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security.

Unless otherwise specified as contemplated in Section 301, Bearer Securities shall have Coupons attached.

The definitive Securities and Coupons shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities and Coupons.

Section 202.Form of Trustee’s Certificate
of Authentication.

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The Trustee’s certificate of authentication on all Securities shall be in substantially the following form:

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

		,
as Trustee
By
	Authorized Officer

Section 203.Additional Provisions Required in Global

Security.

Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

“This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof.  This Security may not be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary or a nominee thereof and no such transfer may be registered, except in the limited circumstances described in the Indenture.  Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, this Security shall be a Global Security subject to the foregoing, except in such limited circumstances.”

ARTICLE THREE

The Securities

Section 301.Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued from time to time in one or more series.  There shall be established in or pursuant to a Board Resolution, a copy of which, certified by the Secretary or an assistant or attesting Secretary of the Company, shall be delivered to the Trustee, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of a particular series, the following:

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(1)the specific designation of the Securities of the series;

(2)the denominations in which Securities of the series are authorized to be issued;

(3)the aggregate principal amount of Securities of the series;

(4)the date or dates on which the principal Securities of the series will mature or the method of determining such date or dates;

(5)the price or prices (expressed as a percentage of the aggregate principal amount thereof) at which Securities of the series will be issued;

(6)the rate or rates (which may be fixed or variable) at which Securities of the series will bear interest, if any, or the method of calculating such rate or rates;

(7)the times and places where principal of, premium, if any, and interest, if any, on Securities of the series will be payable;

(8)the date, if any, after which Securities of the series may be redeemed and the redemption prices;

(9)the date or dates on which interest, if any, will be payable and the record date or dates therefor or the method by which such date or dates will be determined;

(10)the period or periods within which, the price or prices at which, the currency or currencies (including currency units) in which, and the terms and conditions upon which, Securities of the series may be redeemed, in whole or in part, at the option of the Company;

(11)the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions, upon the happening of a specified event or at the option of a holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligations;

(12)the terms and conditions, if any, pursuant to which Securities of the series are convertible or exchangeable into Capital Stock or other debt securities, including the conversion or exchange

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price, the conversion or exchange period and other conversion or exchange provisions;

(13)the currency or currency units for which Securities of the series may be purchased or in which Securities of the series may be denominated and/or the currency or currency units in which principal of, premium, if any, and/or interest, if any, on Securities of the series will be payable and whether the Company or the holders of any Securities of the series may elect to receive payments in respect of Securities of the series in a currency or currency units other than that in which Securities of the series are stated to be payable;

(14)any index or formula used to determine the amount of payments of principal of and premium, if any, and interest;

(15)if other than the principal amount thereof, the portion of the principal amount of such Debt Securities that will be payable upon declaration of the acceleration of the maturity thereof or the method by which such portion shall be determined;

(16)the person to whom any interest on any Security of the series shall be payable if other than the person in whose name the Security of the series is registered on the applicable record date;

(17)any addition to, or modification or deletion of, any Event of Default or any covenant of the Company specified in the Indenture with respect to Securities of the series;

(18)the application, if any, of such means of defeasance or covenant defeasance as may be specified for Securities of the series;

(19)whether Securities of the series are to be issued in whole or in part in the form of one or more temporary or permanent global securities and, if so, the identity of the depositary for such Global Security or securities; and

(20)any other terms pertaining to Securities of the series not inconsistent with the provisions of this Indenture.

All Securities of any one series shall be substantially identical except as to denomination, interest rate and maturity and except as may otherwise be provided in or pursuant to such Board Resolution or in any such indenture supplemental hereto.  The applicable Board Resolution or the applicable

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supplemental indenture may provide that Securities of any particular series may be issued at various times, with different Maturities and redemption and repayment provisions (if any) and bearing interest at different rates, but shall for all purposes under this Indenture, including, but not limited to, voting and Events of Default, be treated as Securities of a single series.

Section 302.Denominations.

In the absence of any specification as contemplated in Section 301 with respect to the Securities of any series, any Securities of a series shall be issuable in denominations of U.S. $1,000 (or, if such Securities are denominated in a currency other than United States dollars or in a composite currency, 1,000 units of such other currency or composite currency) and any integral multiple thereof.  The Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the officers of the Company who execute such Securities may determine with the approval of the Trustee as evidenced by the execution and authentication thereof.

Section 303.Execution, Authentication, Delivery
and Dating of Securities.

The Securities shall be signed on behalf of the Company by its Chairman of the Board of Directors, its Vice Chairman of the Board of Directors, its President or any of its Vice Presidents, under its corporate seal which may, but need not, be attested by its Secretary or any of its Assistant Secretaries.  Such signatures may be the manual or facsimile signatures of the present or any future such officers.  The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities.  Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.

In case any officer of the Company who shall have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Company,  such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer of the Company; and any Security may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Company, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee, in accordance with

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the Company Order, shall thereupon authenticate and deliver such Securities without any further action by the Company.  In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to the requirements of the Trust Indenture Act) shall be fully protected in relying upon:

(1) a copy of any Board Resolution or Board Resolutions relating to such series;

(2) an executed supplemental indenture, if any, relating thereto;

(3) an Officers’ Certificate setting forth the form and terms of the Securities as required pursuant to Sections 201 and 301, respectively, and prepared in accordance with the requirements of the Trust Indenture Act and Section 103; or

(4) an Opinion of Counsel, prepared in accordance with the requirements of the Trust Indenture Act and Section 103, which shall state that:

(a)  if the form of such Securities has been established by or pursuant to a Board Resolution as permitted by Section 201, such form has been established in conformity with the provisions of this Indenture;

(b)  the terms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 301 in conformity with the provisions of this Indenture; and

(c)  such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights generally, laws relating to charges on loans or forbearance of money interest in excess of a maximum legal rate, and to general principles of equity.

The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or board of trustees, executive committee or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing

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Holders or would adversely affect the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

The Trustee shall not be required to authenticate Securities denominated in a coin or currency other than that of the United States of America if the Trustee reasonably determines that such Securities impose duties or obligations on the Trustee which the Trustee is not able or reasonably willing to accept; provided, however, that the Trustee, upon the request of the Company, will resign as Trustee with respect to Securities of any series as to which such a determination is made, prior to the issuance of such Securities, and will comply with the request of the Company to execute and deliver a supplemental indenture appointing a successor Trustee pursuant to Section 901.

Notwithstanding the provisions of Section 301 and this Section 303, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate, Opinion of Counsel and Company Order otherwise required pursuant to this Section 303 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication, shall bear interest, if any, from the date, and shall be payable on the dates, in each case, which shall be specified as contemplated in Section 301.

Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized signatories, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose.  Such certificate by the Trustee upon any Security executed by the Company shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.  Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Section 304.Temporary Securities.

Pending the preparation of definitive Securities for any series, the Company may execute, and upon a Company Order the Trustee shall authenticate and deliver, temporary Securities for such series printed, lithographed, typewritten or otherwise produced.  Temporary Securities of any series shall be issuable, with or without Coupons, in any authorized denomination, and substantially of the tenor

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or form of the definitive Securities of such series in lieu of which they are issued but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Company.  Temporary Securities may contain such reference to any provisions of this Indenture as may be appropriate.  Every temporary Security shall be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities in lieu of which they are issued.  Without unreasonable delay, the Company shall execute and shall furnish definitive Securities of such series and thereupon temporary Securities of such series may be surrendered (together with any unmatured Coupons) in exchange therefor without charge at each office or agency to be maintained by the Company for that purpose pursuant to Section 1002, and the Trustee shall authenticate and deliver in exchange for such temporary Securities of such series a like aggregate principal amount of definitive Securities of the same series of authorized denominations having the same interest rate, Maturity and redemption and repayment provisions and bearing interest from the same date as such temporary Securities; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that no definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security unless the Trustee shall have received from the Person entitled to receive the definitive Bearer Security a certificate substantially in the form approved in the Board Resolutions relating thereto and such delivery shall occur only outside the United States of America.  Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of the same series authenticated and delivered hereunder.

Section 305.Registration, Registration of Transfer and Exchange.

The Company will keep, either at the office or agency designated and maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 1002, or at any of such other offices or agencies as may be designated and maintained in accordance with the provisions of Section 1002, or at any of such other offices or agencies as may be designated and maintained in accordance with provisions of Section 1002, a register or registers in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Registered Securities of a series.  Each such register is sometimes herein referred to as a “Security Register”.  Each Security Register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time.  At all normal business hours such Security Register shall be open for inspection by the Trustee and any Security Registrar other than the Trustee.

Upon surrender for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series and of like tenor in any authorized

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denomination for a like aggregate principal amount and having the same interest rate, Maturity, repayment and redemption provisions.

Bearer Securities (except for any temporary global Bearer Securities) or any Coupons appertaining thereto (except for Coupons attached to any temporary global Bearer Security) shall be transferable by delivery.

At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series and of like tenor in other authorized denominations, in an equal aggregate principal amount and having the same interest rate, Maturity, repayment and redemption provisions.  Registered Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Company for the purpose as provided in Section 1002, and the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the Registered Securities of the same series and having the same interest rate and Maturity which the Holder making the exchange shall be entitled to receive, bearing numbers or other distinguishing symbols not contemporaneously outstanding.  Each Person designated by the Company pursuant to the provisions of Section 1002 as a Person authorized to register and register transfer of the Registered Security is sometimes herein referred to as a “Security Registrar”.

Unless otherwise specified as contemplated in Section 301, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities (if the Securities of such series are issuable in registered form) or Bearer Securities (if Bearer Securities of such series are issuable in more than one denomination and such exchanges are permitted by such series) of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured Coupons and all matured Coupons in default.  If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or matured Coupon in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon, or the surrender of such missing Coupon may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless.  If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States of America.  Notwithstanding the foregoing, in case any Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series after the close of business at such office or agency on (i) any Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the

26

opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date of payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such Coupon, when due in accordance with the provisions of this Indenture.

The Company will at all times designate one Person (who may be the Company and who need not be a Security Registrar) to act as repository of a master list of names and addresses of the Holders of the Registered Securities.  The Corporate Trust Office of the Trustee shall act as such repository unless and until some other Person is, by written notice from the Company to such office or agency and each Security Registrar, designated by the Company to act as such.  The Company shall cause each Security Registrar to furnish to such repository, on a current basis, such information as to all registrations of transfer and exchanges effected by such Security Registrar, as may be necessary to enable such repository to maintain the master list of Registered Holders on as current a basis as is practicable.

No Person shall at any time be designated as or act as a Security Registrar unless such Person is at such time empowered under applicable law to act as such and duly registered to act as such under and to the extent required by applicable law and regulations.

Every Registered Security presented for registration of transfer, exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer or exchange in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing.

The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any registration of transfer.  No service charge shall be made for any such transaction.

The Company shall not be required (1) to exchange or register a transfer of any Securities of any series for a period of 15 days next preceding the selection of Securities of that series to be redeemed, (2) to exchange or register a transfer of any Registered Securities selected, called or being called for redemption or surrendered for repayment in whole or in part except, in the case of any Security to be redeemed or repaid in part, the portion thereof not so to be redeemed or

27

repaid, or (3) to exchange any Bearer Security so selected for redemption, except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided, however, that such Registered Security shall be simultaneously surrendered for redemption.

Notwithstanding the foregoing and except as otherwise specified or contemplated in Section 301, no Global Security shall be exchangeable pursuant to this Section 305 or Sections 304, 906, and 1107 for the Securities of, and no transfer of a Global Security of any series may be registered to, any Person other than the Depositary for such Security or its nominee unless (1) such Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (2) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable and the transfer thereof so registerable, or (3) there shall have occurred and be continuing an Event of Default, or an event which after notice or lapse of time would be an Event of Default, with respect to the Securities evidenced by such Global Security.  Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clauses (1), (2) or (3) of the preceding sentence or such other conditions as may be specified as contemplated in Section 301 for such series, such that the Securities of such series may be exchanged for Bearer Securities, such Global Security may be exchanged for Registered Securities in the names of, and the transfer of such Global Security may be registered to, such Persons (including Persons other than the Depositary with respect to such series and its nominees), as such Depositary shall direct.  Notwithstanding any other provision of this Indenture, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security shall also be a Global Security and shall bear the legend specified in Section 203 except for any Security authenticated and delivered in exchange for, or upon registration of transfer of, a Global Security pursuant to the preceding sentence.

Section 306.Mutilated, Defaced, Destroyed, Lost and Stolen Securities.

In case any temporary or definitive Security or Coupon shall become mutilated or defaced or be destroyed, lost or stolen, in the absence of notice to the Company or the Trustee that such Security or Coupon has been acquired by a bona fide purchaser, the Company may in its discretion execute, and the Trustee shall authenticate and deliver, a new Registered Security, if such surrendered Security was a Registered Security, or a new Bearer Security with Coupons corresponding to the Coupons appertaining to the surrendered Security, if such surrendered Security was a Bearer Security, which shall be of the same series and of like tenor and aggregate principal amount, bearing a number or other distinguishing symbol not contemporaneously Outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and substitution for the Security so destroyed, lost or stolen.  In every case the applicant for a substitute Security shall furnish to the

28

Company and to the Trustee (and any agent of the Company or Trustee, if requested by the Company) such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security, or of such Coupon appurtenant thereto, and of the ownership thereof.

Upon the issuance of any substitute Security, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

In case any Security that has matured or is about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Company in its discretion may instead of issuing a substitute Security pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Company and to the Trustee (and any agent of the Company or Trustee, if requested by the Company) such security or indemnity as any of them may require to indemnify and defend and to save each of them harmless, and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

Every substituted Security (and every appurtenant Coupon, if any) of any series issued pursuant to the provisions of this Section by virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities of such series duly authenticated and delivered hereunder.  All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced, destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

Section 307.Payment of Interest; Interest
Rights Preserved.

Except as otherwise specified for a particular series pursuant to Section 301, interest on any Registered Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Registered Security (or one or more Predecessor Securities) is

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registered in the Security Register at the close of business on the Record Date for such interest either (i) by check mailed to the address of such Person as referenced in the Security Register or (ii) by wire transfer to an account designated by such Person pursuant to an arrangement that is satisfactory to the Company and the Trustee.  Unless otherwise provided pursuant to Section 301, the Company shall pay to the Trustee or the Paying Agent the aggregate amount of interest in immediately available funds by 10:00A.M. New York City time on the Interest Payment Date.  The Trustee shall not be held responsible or liable for any loss resulting from a failure of the federal funds wire system or any other occurrence beyond its control in connection with wire transfers made pursuant to this Section 307.

Except as otherwise specified for a particular series pursuant to Section 301, (i) interest on any Bearer Securities shall be paid only against presentation and surrender of the Coupons for such interest installments as are evidenced thereby as they mature and (ii) the accredited amount, if any, with respect to Bearer Securities which constitute Original Issue Discount Securities shall be paid only against presentation and surrender of such Securities; in either case at the office of a Paying Agent located outside the United States of America, unless the Company shall have otherwise instructed the Trustee in writing, provided that the Company furnishes the Trustee with an Opinion of Counsel stating that any such instruction for payment in the United States of America does not cause any Bearer Security to be treated as a “registration-required obligation” under United States laws and regulations.  The interest on any temporary Bearer Security shall be paid, as to any installment of interest evidenced by a Coupon attached thereto, only upon presentation and surrender of such Coupon and, as to other installments of interest, only upon presentation of such Security for notation thereon of the payment of such interest.  If at the time a payment of principal of or interest on a Bearer Security or Coupon shall become due, the payment of the full amount so payable at the office or offices of all the Paying Agents outside the United States is illegal or effectively precluded because of the imposition of exchange controls or other similar restrictions on the payment of such amount in United States dollars, then the Company may instruct the Trustee in writing to make such payments at a Paying Agent located in the United States of America, provided that the Company furnishes the Trustee with an Opinion of Counsel stating that provision for such payment in the United States of America would not cause such Bearer Security to be treated as a “registration-required obligation” under United States laws and regulations.

Any interest on any Registered Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such

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series (or their respective Predecessor Securities) are registered at the close of business on a special record date (“Special Record Date”) for the payment of such Defaulted Interest which shall be fixed in the following manner.  The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such series at its address as it appears in the Security Register, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)The Company may make payment of any Defaulted Interest on the Registered Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Registered Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section 307, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 308.Persons Deemed Owners.

The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the Person in whose name any Registered Security shall be registered in the Security Register for such series as the absolute owner of such

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Registered Security (whether or not such Registered Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, any premium or interest on, such Registered Security and for all other purposes; and neither the Company nor the Trustee nor any agent of the Company or the Trustee shall be affected by any notice to the contrary.

The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any Coupon as the absolute owner of such Bearer Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Bearer Security or Coupon be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

All payments so made to any such Person or bearer, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security.

Section 309.Cancellation.

All Securities and Coupons surrendered for the purpose of payment, redemption, conversion, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Company, any Security Registrar, any Paying Agent or any other agent of the Company or any agent of the Trustee, shall be delivered to the Trustee and promptly canceled by it or, if surrendered to the Trustee, shall be promptly canceled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture.  The Trustee shall destroy canceled Securities and Coupons held by it and, in the case of canceled Securities, deliver a certificate of destruction to the Company.  If the Company shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation.

Section 310.Computation of Interest.

Except as otherwise specified as contemplated in Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 311.Securities Denominated in Foreign Currencies.

For the purposes of calculating the principal amount of Securities of any series denominated in a Specified Currency for any purpose under this Indenture, the principal amount of such Securities at any time Outstanding shall be

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deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of a spot rate of exchange specified to the Trustee by the Company in an Officers’ Certificate for such Specified Currency into United States dollars as of the date of any such calculation.

Section 312.Compliance with Certain Laws and Regulations.

If any Bearer Securities are to be issued in any series of Securities, the Company will use reasonable efforts to provide for arrangements and procedures designed pursuant to then applicable laws and regulations, if any, to ensure that Bearer Securities are sold or resold, exchanged, transferred and paid only in compliance with such laws and regulations and without adverse consequences to the Company or the Trustee.

ARTICLE FOUR

Satisfaction and Discharge

Section 401.Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of conversion or registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (ii) Securities and Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003, (iii) Coupons appertaining to Bearer Securities surrendered in exchange for Registered Securities and maturing after such exchange, surrender of which is not required or has been waived as provided in Section 305, and (iv) Coupons appertaining to Bearer Securities called for redemption and maturing after the relevant Redemption Date, surrender of which has been waived as provided in Section 1106) have been delivered to the Trustee for cancellation; or

(B) all such Securities, and, in the case of (i) and (ii) below, any Coupons appertaining thereto, not theretofore delivered to the Trustee for cancellation

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(i)have become due and payable, or

(ii)will become due and payable at their Stated Maturity within one year, or

(iii)are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company;  and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the obligations of the Trustee under Sections 305, 306, 402 and 1002 and the last paragraph of Section 1003 shall survive.

Section 402.Application of Trust Money.

Subject to provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) or Depositary as the Trustee may determine, to the Holders of the particular Securities of such series for the payment or redemption of which such money has been deposited with the Trustee, of all sums due and to become due thereon for principal and any premium and interest.

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ARTICLE FIVE

Remedies

Section 501.Events of Default.

“Event of Default”, with respect to Securities of a particular series wherever used herein, means any one of the following events and such other events as may be established with respect to the Securities of such series as contemplated in Section 301, continued for the period of time, if any, and after the giving of notice, if any, designated in this Indenture or as may be established with respect to such Securities as contemplated in Section 301, as the case may be, unless such event is either inapplicable or is specifically deleted or modified in, or pursuant to, the applicable Board Resolution or in the supplemental indenture under which such series of Securities is issued, as the case may be, as contemplated in Section 301:

(1) default in the payment of the principal of, or any premium on, any of the Securities of such series as and when the same shall become due and payable either at Stated Maturity, upon redemption, by declaration or otherwise; or

(2) default in the payment of any installment of interest, if any, upon any of the Securities of such series as and when it shall become due and payable, and continuance of such default for a period of 30 days; or

(3) default in the payment of any sinking fund payment, when and as due and payable by the terms of the Securities of such series; or

(4) default in the performance, or breach, of any covenant of the Company in this Indenture or the Securities of such series (other than a covenant or agreement a default in the performance of which or a breach of which is elsewhere in this Section 501 specifically dealt with or which has expressly been included in this Indenture and designated as being solely for the benefit of series of Securities other than such series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(5) default resulting in acceleration of or failure to pay at maturity (i) other Debt of the Company or Debt that the Company has guaranteed where the aggregate principal amount so accelerated exceeds $15 million or (ii) Debt of any Subsidiary which the Company has directly assumed or on which the Company has otherwise become directly liable as a result of the exercise

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of remedies upon the occurrence of a default by such Subsidiary in the performance of its obligations under any agreement guaranteed by the Company in a principal amount of $15 million or more; without such involuntary acceleration having been rescinded or annulled within a period of 30 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Debt Securities of such series then Outstanding a written notice specifying such default and requiring the Company to cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” under this Indenture; provided, however, that, if such default shall be remedied or cured by the Company or waived by the holders of such indebtedness before any judgment or decree for the payment of money due shall have been obtained or entered, then the Event of Default under this Indenture by reason thereof shall be deemed likewise to have been thereupon remedied cured or waived without any action on the part of the Trustee or any of the Holders; or

(6) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or for all or substantially all of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(7) the Company shall commence a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or for all or substantially all of its property, or make any general assignment for the benefit of creditors; or

(8) any other Event of Default provided with respect to Securities of such series.

Section 502.Acceleration of Maturity; Rescission
and Annulment.

If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series, by notice in writing to

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the Company (and to the Trustee if given by Holders), may declare the entire principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal as may be specified in the terms of such series) of all of the Securities of such series and any premium and interest accrued thereon to be due and payable immediately, and upon any such declaration such principal amount (or specified amount) and any premium and interest accrued thereon shall become immediately due and payable.

The foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series shall have been so declared due and payable, and before any judgment or decree for the payment of money due shall have been obtained or entered as hereinafter provided,

(1) the Company shall pay or shall deposit with the Trustee a sum sufficient to pay the premium and all matured installments of interest, if any, upon all the Securities of such series and the principal of any and all Securities of such series which shall have become due otherwise than by such declaration of acceleration (with premium and interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue premium and installments of interest, if any, at the Overdue Rate applicable to such series to the date of such payment or deposit), and all amounts payable to the Trustee pursuant to Section 607, and

(2) all Events of Default under the Indenture with respect to such series of Securities other than the nonpayment of the principal of such Securities which shall have become due by such declaration of acceleration, shall have been cured, waived or otherwise remedied as provided in Section 513 or provision shall have been made therefor to the satisfaction of the Trustee,

then and in every such case the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Company and to the Trustee, may rescind and annul such declaration and its consequences with respect to such series, but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any,

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thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

Section 503.Collection of Indebtedness and Suits for
Enforcement by Trustee.

The Company covenants that if

(1) default is made in the payment of any installment of interest on any of the Securities of any series as and when such interest becomes due and payable, and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of, and any premium on, any of the Securities of any series as and when the same becomes due and payable, whether upon Stated Maturity of the Securities of such series or upon redemption or by declaration or otherwise, or

(3) default is made in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due by the terms of the Securities of any series,

then the Company will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount then due and payable on all Securities of such series for principal and any premium and interest as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue premium and installments of interest, if any, at the Overdue Rate applicable to Securities of such series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and any further amounts payable to the Trustee pursuant to Section 607.

Until such demand is made by the Trustee, the Company may pay the principal of and any premium and interest on the Securities of any series to the registered Holders, whether or not the principal of and any premium and interest on the Securities of such series be overdue.

In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon such Securities and collect in the manner provided by law out of the property of the Company or other obligor upon such Securities, wherever situated, the moneys adjudged or decreed to be payable.

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If an Event of Default with respect to Securities of any Series has occurred, has not been waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant contained in this Indenture or in aid of the exercise of any power granted in this Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

Section 504.Trustee May File Proofs of Claim.

In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor upon the Securities of any series under Title 11 of the United States Code or any other similar applicable Federal or State law, or in case a receiver, trustee in bankruptcy or similar official shall have been appointed for the property of the Company or such other obligor, or in case of any other similar judicial proceedings relative to the Company or other obligor upon the Securities of any series, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(1) to file and prove a claim or claims for the whole amount of principal (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be due and payable with respect to such series pursuant to a declaration in accordance with Section 502) and any premium and interest owing and unpaid in respect of the Securities of any series, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for any amounts payable to the Trustee pursuant to Section 607) and of the Holders allowed in any judicial proceedings relating to the Company or other obligor upon the Securities of any series, or to the creditors or property of the Company or such other obligor;

(2) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or of a person performing similar functions in comparable proceedings; and

(3) to collect and receive any money or other property payable or deliverable on any such claims, and to distribute all amounts received with

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respect to the claims of the Holders and of the Trustee on their behalf (after deduction of costs and expenses of collection, and any further amounts payable to the Trustee pursuant to Section 607 and incurred by it); and any trustee in bankruptcy, receiver or other similar official is hereby authorized by each of the Holders to make payments to the Trustee and, in the event that the Trustee shall consent to the making of payments directly to the Holders, to pay to the Trustee costs and expenses of collection and any further amounts payable to the Trustee pursuant to Section 607 and incurred by it.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding, except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person.

Section 505.Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture, or under the Securities of any series, may be prosecuted and enforced by the Trustee without the possession of any of the Securities of such series or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section 506.Application of Moneys Collected by Trustee.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in the case of distribution of such money on account of principal or any premium or interest, upon presentation of the Securities or Coupons in respect of which money has been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities in reduced principal amounts in exchange for the presented Securities of like series and tenor if only partially paid, or upon surrender thereof if fully paid:

FIRST:  To the payment of costs and expenses of collection, including all sums paid or advanced by the Trustee hereunder and the reasonable compensation expenses and disbursements of the Trustee, its agents and counsel and all other amounts due to the Trustee under Section 607;

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SECOND:  In case the principal of the Outstanding Securities in respect of which money has been collected shall not have become and be then due and payable, to the payment of interest, if any, on the Securities in default in the order of the Maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee and to the extent permitted by applicable law) upon the overdue installments of interest at the Overdue Rate applicable to such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; provided, however, that such payments shall be made subject to the provisions of Article Fifteen hereunder, if applicable;

THIRD:  In case the principal of the Outstanding Securities in respect of which money has been collected shall have become and shall be then due and payable by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon such Securities for principal and any premium and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee and to the extent permitted by applicable law) upon overdue premium and installments of interest, if any, at the Overdue Rate applicable to such Securities; and in case such money shall be insufficient to pay in full the whole amount so due and unpaid upon such Securities, then to the payment of such principal and any premium and interest, without preference or priority of principal over premium and interest, if any, or of interest, if any, over principal and premium, if any, or of premium, if any, over principal and interest, if any, or of any installment of interest, if any, over any other installment of interest, if any, or of any Security over any other Security, ratably to the aggregate of such principal and accrued and unpaid premium and interest, if any; provided, however, that such payments shall be made subject to the provisions of Article Fifteen hereunder, if applicable; and

FOURTH:  To the payment of the remainder, if any, to the Company.

Section 507.Limitation on Suits.

No Holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee in bankruptcy, receiver or other similar official or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee of default with respect to Securities of such series and of the continuance thereof, as hereinbefore provided;

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(2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute such action, suit or proceedings in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 30 days after its receipt of such notice, request and offer of indemnity has neglected or refused to institute any such action, suit or proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 30-day period pursuant to Section 512;

it being understood and intended, and being expressly covenanted by the taker and Holder of every Security with every other taker and Holder and the Trustee, that no one or more Holders of any Securities shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of Securities, or to obtain or to seek to obtain priority or preference over any other Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities.  For the protection and enforcement of the provisions of this Section, each Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Section 508.Unconditional Right of Holders to Receive
Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) any interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 509.Restoration of Rights and Remedies.

In case the Trustee or any Holder shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the Trustee and the Holders shall be restored respectively to their former positions and rights hereunder,

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and all rights, remedies and powers of the Company, the Trustee and the Holders shall continue as though no such proceedings had been taken.

Section 510.Rights and Remedies Cumulative.

Except as provided in Section 507 and except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 511.Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder to exercise any right, power or remedy accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or an acquiescence therein.  Subject to Section 507, every power and remedy given by this Indenture or by law to the Trustee or to the Holders of any or all series, as the case may be, may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders of such series or all series, as the case may be.

Section 512.Control by Holders.

The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee by this Indenture with respect to Securities of such series; provided, however, that

(1) such direction shall not be in conflict with any rule of law or with this Indenture, and

(2) the Trustee (subject to the requirements of the Trust Indenture Act) shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or be unduly prejudicial to the Holders not joining therein, it being understood that the Trustee shall have no duty to ascertain whether or not such action or proceeding would be unduly prejudicial to such Holders.

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Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Holders.

Section 513.Waiver of Past Defaults.

Prior to the declaration of the acceleration of the Maturity of the Securities of any particular series, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series may, on behalf of the Holders of all the Securities of such series, waive any past default or Event of Default with respect to such series and its consequences, except a default not theretofore cured

(1) in the payment of the principal of or any premium or interest on any Security of such series, or

(2) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected as provided in Section 902.

In the case of any such waiver, the Company, the Trustee and the Holders of the Securities of each series affected shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 514.Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided, however, that neither this Section 514 nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company.

Section 515.Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or

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take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

The Trustee

Section 601.Certain Duties and Responsibilities.

a) Except during the continuance of an Event of Default with respect to any series of Securities,

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statement, certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

(b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

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(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and

(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Section 602.Notice of Defaults.

The Trustee shall transmit notices of default to the Holders in accordance with section 315(b) and related provisions of the Trust Indenture Act.  For the purpose of this Section 602, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

Section 603.Certain Rights of the Trustee.

Subject to the requirements of the Trust Indenture Act:

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Company Order or Company Request (unless other evidence in respect thereof be herein specifically prescribed) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

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(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(d) before the Trustee acts or refrains from acting, the Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request, order or direction;

(f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series affected; but the Trustee, in its discretion may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;

(h) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Indenture;

(i) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;

(j) the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions, or agreements on

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the part of the Company, except as otherwise set forth herein, but the Trustee may require of the Company full information and advice as to the performance of the covenants, conditions, and agreements contained herein and shall be entitled in connection herewith to examine the books, records, and premises of the Company;

(k) the permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful default; and

(l) except for (i) a default under Sections 501(1), (2) or (3) hereof, or (ii) any other event of which the Trustee has “actual knowledge” and which event, with the giving of notice or the passage of time or both, would constitute an Event of Default under this Indenture, the Trustee shall not be deemed to have notice of any default or event unless specifically notified in writing of such event by the Company or the Holders of not less than 25% in aggregate principal amount of the Securities Outstanding; as used herein, the term “actual knowledge” means the actual fact or statement of knowing, without any duty to make any investigation with regard thereto.

Section 604.Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness.  The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities, provided that the Trustee shall not be relieved of its duty to authenticate Securities only as authorized by this Indenture.  The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of any of the Securities or the proceeds thereof.

Section 605.May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent and, subject to the requirements of the Trust Indenture Act, may otherwise deal with the Company and receive, collect, hold and retain collections from the Company with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

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Section 606.Money Held in Trust.

Subject to the provisions of Section 1003, all money received by the Trustee or any Paying Agent, all money and Government Obligations deposited with the Trustee pursuant to Section 1302 or Section 1303 and all money received by the Trustee in respect of Government Obligations deposited with the Trustee pursuant to Section 1302 or Section 1303, shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law.  Neither the Trustee nor any Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise agreed by the Company.  So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such money shall be paid from time to time in accordance with a Company Order.

Section 607.Compensation and Reimbursement.

The Company covenants and agrees

(1)  to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2)  except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and

(3)  to indemnify the Trustee for, and to hold it harmless against, any loss, liability, or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

The obligations of the Company under this Section 607 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture.  Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities.

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When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or (7), the expenses and the compensation for the services are intended to constitute expenses of administration under any bankruptcy law.

Section 608.Right to Rely on Officers’ Certificate.

Subject to the requirements of the Trust Indenture Act, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

Section 609.Eligibility.

The Trustee for each series of Securities hereunder shall at all times be a Person organized and doing business under the laws of the United States of America or of any State or the District of Columbia, having a combined capital and surplus of at least $50,000,000, and eligible under the provisions of the Trust Indenture Act.  If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person at any time shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in this Article.

Section 610.Resignation and Removal; Appointment of Successor.

(a)  Any resignation or removal of the Trustee with respect to any series and any appointment of a successor Trustee with respect to such series pursuant to any of the provisions of this Section 610 shall become effective upon acceptance of appointment by the successor Trustee as provided in Section 611.

(b)  The Trustee may resign at any time with respect to one or more or all series of Securities by giving 90 days written notice of resignation to the Company.  Upon receiving such notice of resignation, the Company shall promptly appoint a successor Trustee with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy

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of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee.  If no successor Trustee shall have been so appointed with respect to any series and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Holder who has been a bona fide Holder of a Security of the applicable series for at least six months may, subject to the requirements of the Trust Indenture Act, on behalf of itself and all others similarly situated, petition any such court for the appointment of a successor Trustee.  Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Trustee.

(c)  The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series may at any time remove the Trustee with respect to Securities of such series and appoint a successor Trustee with respect to the Securities of such series by delivering to the Trustee so removed, to the successor Trustee so appointed and to the Company the evidence provided for in Section 104 of the action in that regard taken by the Holders.

(d)  In case at any time any of the following shall occur:

(1)  the Trustee shall cease to be eligible in accordance with the provisions of Section 609 with respect to any series of Securities and shall fail to resign after written request therefor by the Company or by any such Holder; or

(2)  the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (i) the Company may remove the Trustee with respect to the applicable series of Securities (or all series, if required) and appoint a successor Trustee for such series by written instrument, in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee, or (ii) subject to the requirements of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Security of such series for at least six months may on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to such series.  Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor Trustee with respect to such series.

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(e)  If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of the Trustee with respect to any series of Securities for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee for that series of Securities.  If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series.  If no successor Trustee with respect to such series shall have been so appointed by the Company or the Holders of such series and accepted appointment in the manner hereinafter provided, subject to Section 514, any Holder who has been a bona fide Holder of a Security of that series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series.

Section 611.Acceptance of Appointment by Successor.

Any successor Trustee appointed as provided in Section 610 shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee with respect to all or any applicable series shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations with respect to such series of its predecessor Trustee hereunder, with like effect as if originally named as Trustee for such series hereunder; but, nevertheless, on the written request of the Company or of the successor Trustee, upon payment (or due provision therefor) of any amounts then due it pursuant to Section 607, the predecessor Trustee ceasing to act shall, subject to Section 1003, pay over to the successor Trustee all money at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor Trustee all such rights, powers, duties and obligations.  Upon request of any such successor Trustee, the Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Trustee all such rights and powers.  Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 607.

If a successor Trustee is appointed with respect to the Securities of one or more (but not all) series, the Company, the predecessor Trustee and each successor Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts

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and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee.

No successor Trustee with respect to any series of Securities shall accept appointment as provided in this Section unless at the time of such acceptance such successor Trustee shall, with respect to such series, be qualified under the requirements of the Trust Indenture Act and eligible under the provisions of Section 609.

Upon acceptance of appointment by any successor Trustee as provided in this Section 611, the Company shall give notice thereof to the Holders of Securities of any series for which such successor Trustee is acting as Trustee in the manner provided for notices to the Holders of Securities in Section 106.  If the Company fails to give such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be given at the expense of the Company.

Section 612.Merger, Conversion, Consolidation
or Succession to Business.

Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such Person shall be qualified under the requirements of the Trust Indenture Act and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee by merger, conversion or consolidation may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of such successor to the Trustee or, if such successor to the Trustee is a successor by merger, conversion or consolidation, in the name of any predecessor hereunder; provided, however, that such successor shall use the predecessor’s name only in

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such circumstances set forth in this Section and in all such cases such certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificate of the Trustee shall have.

Section 613.Preferential Collection of Claims
Against Company.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

Section 614.Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities or such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.  Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority.  If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining authority, then for the purposes of this Section 614, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 614.

Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such Person shall be otherwise eligible under this Section 614, without the execution

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or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company.  Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve in the manner set forth in Section 106.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.  No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 614.

The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 614, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607.

If an appointment with respect to one or more series is made pursuant to this Section 614, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

This is one of the Securities of the series designated therein and referred to in the within-mentioned Indenture.

	,
As Trustee
By	,
As Authenticating Agent
By
Authorized Officer

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ARTICLE SEVEN

Holders’ List and Reports by Trustee and Company

Section 701.Company to Furnish Trustee
Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee:

(a)  semi-annually, not later than 15 days after each Record Date for the Securities of any series (and on dates as specified as contemplated in Section 301 for any series of Original Issue Discount Securities which by their terms bear interest only after Maturity), a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of the Securities of such series as of each such Record Date (and as of dates as specified as contemplated in Section 301 of this Indenture), and

(b)  at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such is furnished;

provided, however, that if and so long as the Trustee shall be the Security Registrar for Securities of a series, no such list need be furnished with respect to such series of Securities.

Section 702.Preservation of Information;
Communications to Holders.

(a)  The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Registered Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

(b)  The rights of the Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

(c)  Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

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Section 703.Reports by Trustee.

(a)  The Trustee shall transmit to the Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

(b)  A copy of each such report shall, at the time of such transmission to the Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company.  The Company will notify the Trustee when any Securities are listed on any stock exchange.

Section 704.Reports by Company.

The Company shall file with the Trustee and the Commission, and transmit to the Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Trust Indenture Act.

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease

Section 801.Company May Consolidate, Etc., Only
on Certain Terms.

Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the Company), or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any conveyance, transfer or lease of all or substantially all the property or assets of the Company, to any other Person (whether or not affiliated with the Company) authorized to acquire and operate the same; provided, however, and the Company hereby covenants and agrees, that upon any such consolidation, merger, transfer, conveyance or lease:

(1)  the due and punctual payment of the principal of and any premium and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Company, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the Person (if other than the Company) formed by such consolidation, or into which the Company shall have been merged, or by the Person which shall have acquired or leased such property or assets and such person shall be organized and existing under

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the laws of the United States of America or of any State or the District of Columbia;

(2)  immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; provided, however, that a transaction will be deemed to be in violation of this clause (2) only with respect to those series of Securities whereby such Event of Default or such event shall have occurred and be continuing; and

(3)  the Trustee, subject to the requirements of the Trust Indenture Act and Section 603, shall receive an Opinion of Counsel and Officers’ Certificate to the effect that such consolidation, merger, conveyance, transfer or lease and any such assumption complies with the provisions of this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 802.Successor Substituted.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of all or substantially all the property or assets of the Company in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

In case of any such consolidation, merger, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

ARTICLE NINE

Supplemental Indentures

Section 901.Supplemental Indentures Without
Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

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(1)  to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained herein and in the Securities; or

(2)  to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

(3)  to add any additional Events of Default and to provide with respect thereto for any particular periods of grace after default (which may be shorter or longer than that allowed in the case of other defaults) or for immediate enforcement upon such default or for any limitation of the remedies available to the Trustee upon such default; or

(4)  to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided, however, that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding; or

(5)  to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; or

(6)  to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or

(7)  to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or

(8)  to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to change or eliminate any provision or to make any other provisions with respect to matters or questions arising under this Indenture or under any supplemental indenture as the Company may deem necessary or desirable; provided, however, that such action shall

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not adversely affect the interests of the Holders of the Outstanding Securities of any series.

Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the Holders of the Outstanding Securities of any Series, notwithstanding any of the provisions of Section 902.

Section 902.Supplemental Indentures with
Consent of Holders.

With the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture (each such series voting as a single class), by act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

(1)  change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof, or reduce any premium thereof or change the time of payment of any premium thereon, or reduce the rate or change the time of payment of interest thereon, if any, or reduce any amount payable on redemption or reduce the Overdue Rate thereof or make the principal thereof or any premium or interest thereon, payable at any place of payment or in any coin or currency other than as provided in the Security or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or impair, if the Securities provide therefor, any right of repayment at the option of the Holder, or impair the right to institute a suit for the enforcement of any payment on or with respect to any Security pursuant to Section 507;

(2)  reduce the aforesaid percentage of Outstanding Securities the consent of the Holders of which is required for any such supplemental indenture; or

(3)  adversely change or impair the right of any Holder to convert or exchange Securities of any series, the terms of which provide for conversion, at the rate and upon the terms provided in the Indenture.

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A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. The preceding sentence shall not, however, raise any inference as to whether or not a particular series is affected by any supplemental indenture not referred to in such sentence.

It shall not be necessary for the consent of the Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 902, the Company shall give notice thereof to the Holders of Securities of each series affected thereby in the manner provided for notices to the Holders of Securities in Section 106, setting forth in general terms the substance of such supplemental indenture. Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 903.Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 904.Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and any such supplemental indenture shall form a part of this Indenture for all purposes and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

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Section 905.Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as in effect at the date such supplemental indenture is executed.

Section 906.Reference in Securities to
Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may bear a notation in form approved by the Trustee for such series as to any matter provided for by such supplemental indenture. If the Company or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company, authenticated and delivered by the Trustee in exchange for the Outstanding Securities of such series.

ARTICLE TEN

Covenants

Section 1001.Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and any premium and interest on, the Securities of that series in accordance with the terms of the Securities and this Indenture.

Section 1002.Maintenance of Office or Agency.

The Company will designate and maintain in the Borough of Manhattan, The City of New York, for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served and where Securities of each series that is convertible may be presented for conversion. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served upon the agent of the Trustee, located at 77 Water Street, New York, N.Y. 10005, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

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The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in The City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 1003.Money for Securities Payments to
Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal or any premium or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of and any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal and any premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will

(1)  hold all sums held by it for the payment of the principal of and any premium or interest on the Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(2)  give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment of the principal of or any premium or interest on the Securities of that series; and

(3)  at any time during the continuance of any such default referred to in clause (2) above, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

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The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and any premium or interest on any Security of any series and remaining unclaimed for two years after such principal and any premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in The City of New York or other place of payment, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 1004.Limitation on Liens.

The Company will not, and will not permit any Subsidiary to, incur, issue, assume or guarantee any Debt secured after the date of this Indenture by pledge of, or mortgage or other lien on (“Lien”), any Principal Property of the Company or any Subsidiary, or any shares of stock or Debt of any Subsidiary without effectively providing that the Debt Securities of all series issued pursuant to this Indenture (together with, the Company shall so determine, any other Debt of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the Debt Securities) shall be secured equally and ratably with (or, at the option of the Company, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless after giving effect thereto, the aggregate principal amount of all such secured Debt then outstanding which would otherwise be prohibited, plus all Attributable Debt of the Company and its Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1005) occurring after the date of this Indenture and existing at such time which would otherwise be prohibited by Section 1005, would not exceed 5% of Consolidated Net Tangible Assets. This restriction does not apply to, and there shall be excluded in computing secured Debt for the purpose of such restriction, Debt secured by:

(1)  Liens on property, capital stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or

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to secure the payment of or any part of the purchase price or construction cost or commencement of operation thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the later of the acquisition of such property or shares or Debt, the completion of any such construction and the commencement of operation for the purpose of financing all or any part of the purchase price or construction cost or commencement of operation thereof, provided that any such Liens shall only extend to the above-described property or property on which the above-described property is situated;

(2)  Liens on property of, or on any shares of stock or Debt of, any corporation or other Person existing at the time such corporation becomes a Restricted Subsidiary;

(3)  Liens on property of, or on any shares of capital stock or Debt of any Corporation or other Person existing at the time such Corporation or other Person is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of sale, lease or other disposition of all or substantially all the properties of a corporation or other Person to the Company;

(4)  Liens (a)(i) in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or (ii) in favor any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute, or (b)(i) for taxes, assessments or governmental charges or levies in each case not then due and delinquent or the validity of which is being contested in good faith by appropriate proceedings, and (ii) for materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s, landlord’s or other like Liens, or deposits to obtain the release of such Liens;

(5)  Liens on any property or assets of any Restricted Subsidiary to secure Debt owing by it to the Company or any other Restricted Subsidiary;

(6)  Liens arising out of judgments or awards against the Company or any subsidiary that the Company or such subsidiary is contesting in good faith;

(7)  Liens made in favor of any customer arising in the ordinary course of business of the Company or any subsidiary in respect of payments made by or on behalf of such customer for goods produced or services rendered to such customer;

(8)  Liens existing at the date of this Indenture;

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(9)  Liens created to secure Project Debt, but only to the extent that any such Lien does not extend beyond the assets, contractual rights and revenues of such project and the capital stock of the corporation owning such project, and any extension, renewal, refunding, replacement or refinancing (or successive extensions, renewals, replacements, refundings or refinancings) as a whole or in part of any Liens referred to in this clause (9); and

(10)  Any extension, renewal, refunding or replacement (or successive extensions, renewals, refundings or replacements), as a whole or in part, of any Lien referred to in the foregoing clauses (1) through (3) and (8), inclusive; provided, however that (i) such extension, renewal, refunding or replacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed, refunded or replaced (plus improvements on such property) and (ii) the Debt secured by such Lien at such time is not increased.

Section 1005.Limitation on Sales and Leasebacks.

The Company will not, and will not permit any Subsidiary to, enter into any arrangement with any bank, insurance company or other lender or investor (not including the Company or any Subsidiary) or to which any such lender or investor is a party, providing for the leasing by the Company or any such Subsidiary of any Principal Property which has been owned and operated by the Company or such Subsidiary for more than 180 days and which has been sold or transferred by the Company or such Subsidiary to such lender or investor or to any Person to whom funds have been advanced by such lender or investor (each, a “sale and leaseback transaction”) unless, after giving effect thereto, the aggregate amount of all Attributable Debt of the Company and its Subsidiaries in respect of such sale and leaseback transactions occurring after the date of this Indenture and existing at such time which would otherwise be prohibited under this Section 1005 plus all secured Debt then outstanding of the Company and its Subsidiaries incurred after the date of this Indenture which would otherwise be prohibited by Section 1004, would not exceed 5% of Consolidated Net Tangible Assets. This restriction does not apply to, and there shall be excluded from Attributable Debt in any computation under such restriction, Attributable Debt with respect to any sale and leaseback transaction under any of the following circumstances:

(1)  the lease in such sale and leaseback transaction is for a period, including renewals, of not in excess of three years; or

(2)  the property which is the subject of the sale and leaseback transaction is property capable of being subject to a Lien described in clauses (1), (2), (3), (8) or (9) in Section 1004; or

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(3)  the Company or a Subsidiary, within 180 days after the sale or transfer shall have been made by the Company or by any such Subsidiary, applies an amount equal to the lesser of (i) Attributable Debt or (ii) the net proceeds of any such sale or transfer to (a) the acquisition of other Principal Property of equal fair market value (as determined by the Board of Directors) or (b) the retirement of indebtedness for pari passu borrowed money (including Securities of any Series).

Section 1006.Certificate of Compliance.

The Company shall deliver a certificate of compliance of the Company to the Trustee on or before April 30 of each year pursuant to section 314(a)(4) of the Trust Indenture Act.

Section 1007.Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1004 and 1005 with respect to the Securities of any series if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by the act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

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Section 1008.Limitation on Debt Incurred by Restricted Subsidiaries.

The Company will not permit any Restricted Subsidiary to directly or indirectly, incur, assume or suffer to exist any Debt, unless, after giving effect thereto, the aggregate amount of then outstanding Debt incurred by all Restricted Subsidiaries, excluding all Secured Debt and Attributable Debt in respect of sale and leaseback transactions, shall not exceed 10% of Consolidated Net Tangible Assets. The immediately preceding sentence shall not apply to the incurrence or issuance of (a) Existing Debt, (b) Working Debt, (c) Debt of a Restricted Subsidiary which represents the assumption by such Restricted Subsidiary of Debt of another Restricted Subsidiary as a result of the merger or acquisition of such Restricted Subsidiary, (d) Debt of any Corporation existing at the time such Corporation becomes a Restricted Subsidiary, (e) Permitted Secured Debt and (f) Project Debt which does not constitute Secured Debt.

ARTICLE ELEVEN

Redemption of Securities

Section 1101.Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated in Section 301 for Securities of any series) in accordance with this Article.

Section 1102.Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of the redemption at the election of the Company of the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed at the Redemption Price and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

Section 1103.Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed), the

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particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series.  If less than all of the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For the purpose of such selection in case of redemption of less than all of the Securities of any series, the Trustee and the Company shall have the option to treat as Outstanding Securities any Securities of such series which are surrendered for conversion after the fifteenth date immediately preceding the mailing of notice of such redemption and need not treat as Outstanding Securities any Securities authenticated and delivered during such period in exchange for the unconverted portion of any Securities converted in part during such period.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Section 1104.Notice of Redemption.

Notice of redemption shall be given in the manner provided in Section 106 not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the Securities to be redeemed, to each Holder of Securities to be redeemed.

All notices of redemption shall state:

(1)  the Redemption Date,

(2)  the Redemption Price,

(3)  if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption of any Securities, the principal amounts) of the particular Securities to be redeemed,

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(4)  if applicable, the current conversion price or rate,

(5)  if applicable, that the right of the Holder to convert Securities called for redemption shall terminate at the close of business on the Redemption Date (or such other day as may be specified as contemplated in Section 301 for Securities of any series),

(6)  if applicable, that Holders who want to convert Securities called for redemption must satisfy the requirements for conversion contained in such Securities,

(7)  that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that, unless the Company defaults in making such redemption payment, interest thereon, if any, or in the case of Original Issue Discount Securities, the original issue discount, shall cease to accrue on and after such date,

(8)  the place or places where such Securities are to be surrendered for payment of the Redemption Price, and

(9)  that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at Company Request, by the Trustee in the name and at the expense of the Company.

Section 1105.Deposit of Redemption Price.

On or prior to 10:00 A.M. New York City time on any Redemption Date, the Company shall deposit in immediately available funds with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003 and as required by the Trust Indenture Act) an amount of money (in the currency or units of currency in which the Securities so called for redemption are denominated or an appropriate equivalent thereof) sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date, other than any Securities called for redemption on such date which have been converted prior to the date of such deposit.

Section 1106.Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest and the right to convert such Securities or

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portions thereof, if the terms of such Securities provide for conversion pursuant to Section 301, shall terminate at the close of business on the Redemption Date or such other day as may be specified as contemplated in Section 301 for Securities of such series.  On presentation and surrender of such Securities for redemption in accordance with such notice, such Securities shall be paid and redeemed by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated in Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof so to be redeemed shall, until paid, bear interest from the Redemption Date at the Overdue Rate applicable to such Security and such Security shall remain convertible into Capital Stock until the principal of such Security shall have been paid.  If any Security called for redemption pursuant to Section 1101 is converted pursuant to Article Fourteen, any monies deposited with the Trustee for the purpose of paying or redeeming any such Security shall be promptly paid to the Company.

Section 1107.Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at the place specified in the notice of redemption (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

Section 1108.Rescission of Redemption.

In the event that this Section 1108 is specified to be applicable to a series of Securities pursuant to Section 301 and a Redemption Rescission Event shall occur following any day on which a notice of redemption shall have been given pursuant to Section 1104 hereof but at or prior to the time and date fixed for redemption as set forth in such notice of redemption, the Company may, at its sole option, at any time prior to the earlier of (i) the close of business on that day which is two Trading Days following such Redemption Rescission Event and (ii) the time and date fixed for redemption as set forth in such notice, rescind the redemption to which such notice of redemption shall have related by making a public announcement of such rescission (the date on which such public announcement shall

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have been made being hereinafter referred to as the “Rescission Date”).  The Company shall be deemed to have made such announcement if it shall issue a release to the Dow Jones News Service, Reuters Information Services or any successor news wire service.  From and after the making of such announcement, the Company shall have no obligation to redeem Securities called for redemption pursuant to such notice of redemption or to pay the Redemption Price therefor and all rights of Holders of Securities shall be restored as if such notice of redemption had not been given.  As promptly as practicable following the making of such announcement, the Company shall telephonically notify the Trustee and the Paying Agent of such rescission.  The Company shall give notice of any such rescission by first-class mail, postage prepaid, mailed as promptly as practicable but in no event later than the close of business on that day which is five Trading Days following the Rescission Date to each Holder of Securities at the close of business on the Rescission Date, to any other Person that was a Holder of Securities and that shall have surrendered Securities for conversion following the giving of notice of the subsequently rescinded redemption and to the Trustee and the Paying Agent.  Each notice of rescission shall (w) state that the redemption described in the notice of redemption has been rescinded, (x) state that any Converting Holder shall be entitled to rescind the conversion of Securities surrendered for conversion following the day on which notice of redemption was given but on or prior to the date of the mailing of the Company’s notice of rescission, (y) be accompanied by a form prescribed by the Company to be used by any Converting Holder rescinding the conversion of Securities so surrendered for conversion (and instructions for the completion and delivery of such form, including instructions with respect to any payment that may be required to accompany such delivery) and (z) state that such form must be properly completed and received by the Company no later than the close of business on a date which shall be 15 Trading Days following the date of the mailing of such notice of rescission.

ARTICLE TWELVE

Sinking Funds

Section 1201.Applicability of Article.

Securities of any series which are subject to a sinking fund for the retirement of Securities of a series shall be subject to such sinking fund in accordance with their terms and (except as otherwise specified as contemplated in Section 301 for Securities of such series) in accordance with this Article.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”.  If provided for by the terms of Securities of any series, the cash

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amount of any sinking fund payment may be subject to reduction as provided in Section 1202.  Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

Section 1202.Satisfaction of Sinking Fund
Payments with Securities

The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities and for any Securities which have been converted pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided, however, that such Securities have not been previously so credited.  Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 1203.Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered.  Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104.  Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.

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ARTICLE THIRTEEN

Defeasance

Section 1301.Applicability of Article; Company’s Option to
Effect Defeasance or Covenant Defeasance.

If pursuant to Section 301 provision is made for either or both of (1) defeasance of the Securities of a series under Section 1302 or (2) covenant defeasance of the Securities of a series under Section 1303, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article, shall be applicable to the Securities of such series, and the Company may at its option by or pursuant to a Board Resolution, at any time, with respect to the Securities of such series, elect to have either Section 1302 (if applicable) or Section 1303 (if applicable) be applied to the Outstanding Securities of such series upon compliance with the conditions set forth below in this Article.

Section 1302.Defeasance and Discharge.

Upon the Company’s exercise of the option provided in Section 1301 to have this Section 1302 applied to the Outstanding Securities of a defeasible series, the Company shall be deemed to have been discharged from its obligations with respect to the Outstanding Securities of such series on the date the conditions set forth in Section 1304 are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium or interest on such Securities when such payments are due, (2) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties, and immunities of the Trustee under Sections 304, 305, 306, 308, 309, 506 and 1003, and otherwise the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange and (4) this Article.  Subject to compliance with this Article, the Company may exercise its option provided in Section 1301 to have this Section 1302 applied to the Outstanding Securities of any defeasible series notwithstanding the prior exercise of its option provided in Section 1301 to have Section 1303 applied to the Outstanding Securities of such series.

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Section 1303.Covenant Defeasance.

Upon the Company’s exercise of the option provided in Section 1301 to have this Section 1303 applied to the Outstanding Securities of any defeasible series, the Company shall be released from its obligations under Sections 1004 and 1005 and Sections 501(4) and 501 (5) with respect to the Outstanding Securities of such series on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter, “covenant defeasance”).  For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities of such series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section with respect to it, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

Section 1304.Conditions to Defeasance or Covenant
Defeasance.

The following shall be the conditions to application of either Section 1302 or Section 1303 to the Outstanding Securities of such series:

(1)  the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another Trustee satisfying the requirements of Section 609 who shall agree to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) money in an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying Trustee) to pay and discharge, (i) the principal of and any premium on and each installment of principal of and any premium and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities.  For this purpose,  “Government Obligations” means securities that are (x) direct obligations of the United States of America or, if specified as contemplated in Section 301, the government which issued the currency in which the Securities of such series are payable, for the payment of which its full faith

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and credit is pledged or (y) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or, if specified as contemplated in Section 301, such government which issued the currency in which the Securities of such series are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government, which, in either case, are not callable or redeemable at the option of the obligor thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to any such Government Obligation or a specific payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder of such depository receipt; provided, however, that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of principal of or interest on the Government Obligation evidenced by such depository receipt;

(2)  No Event of Default or event which, with notice or lapse of time or both, would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit;

(3)  Such defeasance or covenant defeasance shall not cause the Trustee for the Securities of such series to have a conflicting interest for purposes of the Trust Indenture Act with respect to any securities of the Company;

(4)  Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;

(5)  Such defeasance or covenant defeasance shall not cause any Securities of such series then listed on any registered national securities exchange under the Securities Exchange Act of 1934, as amended, to be delisted;

(6)  In the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in

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the same manner and at the same times as would have been the case if such defeasance had not occurred;

(7)  In the case of an election under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

(8)  Such defeasance or covenant defeasance shall not result in the trust arising from such deposit constituting an investment company as defined in the Investment Company Act of 1940, as amended, or such trust shall be qualified under such Act or exempt from regulation thereunder;

(9)  Such defeasance or covenant defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301; and

(10)  The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as the case may be) have been complied with.

Section 1305.Deposited Money and Government
Obligations to Be Held in Trust; Other
Miscellaneous Provisions.

Subject to the provisions of Section 1003, all money and Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying Trustee—collectively, for purposes of this Section 1305, the “Trustee”) pursuant to Section 1304 in respect of the Outstanding Securities of such series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through a Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1304 or the principal and any premium and interest

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received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities of such series.

Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Obligations held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

Section 1306.Reinstatement.

If the Trustee or Paying Agent is unable to apply any money or Government Obligations in accordance with this Article by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and each series of Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article until such time as the Trustee or the Paying Agent is permitted to apply all such money or Governmental Obligations in accordance with this Article; provided, however, that, if the Company has made any payment of interest on or principal of any series of Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such series of Securities to receive such payment from the money or Government Obligations held by the Trustee or the Paying Agent.

ARTICLE FOURTEEN

Convertible Securities

Section 1401.Applicability of Article.

Securities of any series which are convertible into Capital Stock at the option of the Holders thereof shall be convertible in accordance with their terms and (unless otherwise specified in one or more indentures supplemental hereto or in a resolution of the Board of Directors as contemplated in Section 301 for Securities of any series) in accordance with this Article.  Each reference in this Article Fourteen to “a Security” or “the Securities” refers to the Securities of the particular series that are convertible into Capital Stock.  Each reference in this Article to “Capital Stock” into which Securities of any series are convertible refers to Capital Stock into which the Securities of such series are convertible in accordance with their terms (as specified as contemplated in Section 301).  If more than one series of Securities with conversion privileges are Outstanding at any time, the provisions of this Article Fourteen shall be applied separately to each such series.

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Section 1402.Right of Holders to Convert Securities.

Subject to and upon compliance with the terms of the Securities and this Article Fourteen, at the option of the Holder thereof, any Security of any series of any authorized denomination, or any portion of the principal amount thereof which is $1,000 or any integral multiple of $1,000, may, at any time during the period specified in the Securities of such series, be converted into duly authorized, validly issued, fully paid and nonassessable shares of the class, or combination of classes, of Capital Stock, as specified in such Security, at the conversion rate for each $1,000 principal amount of Securities (such initial conversion rate reflecting an initial conversion price specified in such Security) in effect on the conversion date, or if such Security or portion thereof shall have been called for redemption, then in respect of such Security or portion thereof until and including, but not after (unless the Company shall default in payment due upon the redemption thereof) the close of business on the date fixed for redemption except that in the case of redemption at the option of the Holder, if specified in the terms of such securities, such option to convert shall terminate upon receipt of written notice of the exercise of such option to redeem, or if an adjustment in the conversion rate has taken place pursuant to the provisions of Section 1405, then at the applicable conversion rate as so adjusted, upon surrender of the Security or Securities, the principal amount of which is so to be converted, to the Company at any time during usual business hours at the office or agency to be maintained by it in accordance with the provisions of Section 1002 accompanied by a written notice of election to convert as provided in Section  1403 and, if so required by the Company and the Trustee, by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by the Holder or his attorney duly authorized in writing.  All Securities surrendered for conversion shall, if surrendered to the Company or any conversion agent, be delivered to the Trustee for cancellation and canceled by it, or shall, if surrendered to the Trustee, be canceled by it, as provided in Section 309.

The initial conversion price or conversion rate in respect of a series of Securities shall be as specified in the Securities of such series.  The conversion price or conversion rate will be subject to adjustment on the terms set forth in Section 1405 or such other or different terms, if any, as may be specified by Section 301 for Securities of such series.  Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of it.

Section 1403.Issuance of Shares of Capital
Stock on Conversion.

(1)As promptly as practicable after the surrender, as herein provided, of any Security or Securities for conversion, the Company shall deliver or cause to be delivered at its said office or agency to or upon the written order of the Holder of the Security or Securities so surrendered a certificate or certificates representing the number of duly authorized, validly issued, fully paid and nonassessable shares of Capital Stock into which such Security or Securities may be

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converted in accordance with the terms thereof and the provisions of this Article Fourteen.  Prior to the delivery of such certificate or certificates, the Company shall require a written notice at its said office or agency from the Holder of the Security or Securities so surrendered stating that the Holder irrevocably elects to convert such Security or Securities, or, if less than the entire principal amount thereof is to be converted, stating the portion thereof to be converted.  Such notice shall also state the name or names (with address and social security or other taxpayer identification number) in which said certificate or certificates are to be issued.  Such conversion shall be deemed to have been made at the time that such Security or securities shall have been surrendered for conversion and such notice shall have been received by the Company or the Trustee, the rights of the Holder of such Security or Securities as a Holder shall cease at such time, the person or persons entitled to receive the shares of Capital Stock upon conversion of such Security or Securities shall be treated for all purposes as having become the record holder or holders of such shares of Capital Stock at such time and such conversion shall be at the conversion rate in effect at such time.  In the case of any Security of any series which is converted in part only, upon such conversion, the Company shall execute and the Trustees or any Authenticating Agent shall authenticate and deliver to the Holder thereof, as requested by such Holder, a new Security or Securities of such series of authorized denominations in aggregate principal amount equal to the unconverted portion of such Security.

If the last day on which a Security may be converted is not a Business Day in a place where the conversion agent for the applicable series of Securities is located, the Security may be surrendered to that conversion agent on the next succeeding day that is a Business Day.

The Company will not be required to deliver certificates for shares of Capital Stock upon conversion while its stock transfer books are closed for a meeting of shareholders or for the payment of dividends or for any other purpose, but certificates for shares of Capital Stock shall be delivered as soon as the stock transfer books shall again be opened.

(2)Notwithstanding anything to the contrary contained herein, in the event the Company shall have rescinded a redemption of Securities pursuant to Section 1108 hereof, any Holder of Securities that shall have surrendered Securities for conversion following the day on which notice of the subsequently rescinded redemption shall have been given but prior to the later of (a) the close of business on the Trading Day next succeeding the date on which public announcement of the rescission of such redemption shall have been made and (b) the date of the mailing of the notice of rescission required by Section 1108 hereof (a” Converting Holder”) may rescind the conversion of such Securities surrendered for conversion by (i) properly completing a form prescribed by the Company and mailed to Holders of Securities (including Converting Holders) with the Company’s notice of rescission, which form shall provide for the certification by any Converting Holder rescinding a conversion on behalf of any beneficial owner (within the meaning of Rule 13d-3

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under the Securities Exchange Act of 1934) of Securities that the beneficial ownership (within the meaning of such Rule) of such Securities shall not have changed from the date on which such Securities were surrendered for conversion to the date of such certification and (ii) delivering such form to the Company no later than the close of business on that date which is fifteen Trading Days following the date of the mailing of the Company’s notice of rescission.  The delivery of such form by a Converting Holder shall be accompanied by (x) any certificates representing shares of Capital Stock or other securities issued to such Converting Holder upon a conversion of Securities that shall be rescinded by the proper delivery of such form (the “Surrendered Securities”), (y) any securities, evidences of indebtedness or assets (other than cast) distributed by the Company to such Converting Holder by reason of such Converting Holder being a record holder of Surrendered Securities and (z) payment in New York Clearing House funds or other funds acceptable to the Company of an amount equal to the sum of (I) any cash such Converting Holder may have received in lieu of the issuance of fractional Surrendered Securities and (II) any cash paid or payable by the Company to such Converting Holder by reason of such Converting Holder being a record holder of Surrendered Securities.  Upon receipt by the Company of any such form properly completed by a Converting Holder and any certificates, securities, evidences of indebtedness, assets or cash payments required to be returned by such Converting Holder to the Company as set forth above, the Company shall instruct the transfer agent or agents for shares of Capital Stock or other securities to cancel any certificates representing Surrendered Securities (which Surrendered Securities shall be deposited in the treasury of the Company) and shall instruct the Security Registrar to reissue certificates representing Securities to such Converting Holder (which Securities shall be deemed to have been Outstanding at all times during the period following their surrender for conversion).  The Company shall, as promptly as practicable, and in no event more than five Trading Days following the receipt of any such properly completed form and any such certificates, securities, evidences of indebtedness, assets or cash payments required to be so returned, pay to the Holder of Securities surrendered to the Company pursuant to a rescinded conversion or as otherwise directed by such Holder any interest paid or other payment made to Holders of Securities during the period from the time such Securities shall have been surrendered for conversion to the rescission of such conversion.  All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any form submitted to the Company to rescind the conversion of Securities, including questions as to the proper completion or execution of any such form or any certification contained therein, shall be resolved by the Company, whose determination shall be final and binding.

Section 1404.No Payment or Adjustment for
Interest or Dividends.

Unless otherwise specified as contemplated in Section 301 for Securities of such series, Securities surrendered for conversion during the period from the close of business on any regular record date (or special record date for

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payment of defaulted interest) next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except Securities called for redemption on a Redemption Date within such period) when surrendered for conversion must be accompanied by payment of an amount equal to the interest thereon which the Holder is to receive on such Interest Payment Date.  Payment of interest shall be made, as of such Interest Payment Date or such date, as the case may be, to the Holder of the Securities as of such regular or special record date, as applicable.  Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion.  No other payment or adjustment for interest or dividends is to be made upon conversion.  Notwithstanding the foregoing, upon conversion of any Original Issue Discount Security, the fixed number of shares of Capital Stock into which such Security is convertible delivered by the Company to the Holder thereof shall be applied, first, to pay the accrued original issue discount attributable to the period from the date of issuance to the date of conversion of such Security, and, second, to pay the balance of the principal amount of such Security.

Section 1405.Adjustment of Conversion Rate.

Unless otherwise specified as contemplated in Section 301 for Securities of such series, the conversion rate for Securities in effect at any time shall be subject to adjustment as follows:

(a)In case the Company shall (i) declare a dividend or make a distribution on the class of Capital Stock into which Securities of such series are convertible in shares of such Capital Stock, (ii) subdivide the outstanding shares of the class of Capital Stock into which Securities of such Shares are convertible into a greater number of shares, (iii) combine the outstanding shares of the class of Capital Stock into which Securities of such series are convertible into a smaller number of shares, (iv) issue by reclassification of the shares of the class of Capital Stock into which securities of such series are convertible (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation) any shares, the conversion rate for the Securities of such series in effect at the time of the record date for such dividend or distribution, or the effective date of such subdivision, combination or reclassification, shall be proportionately adjusted so that the Holder of any Security of such series surrendered for conversion after such time shall be entitled to receive the number and kind of shares which he would have owned or have been entitled to receive had such Security been converted immediately prior to such time.  Similar adjustments shall be made whenever any event listed above shall occur.

(b)In case the Company shall fix a record date for the issuance of rights or warrants to all holders of the class of Capital Stock into which

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Securities of such series are convertible entitling them (for a period expiring within 45 days after such record date) to subscribe for or purchase shares of such class of Capital Stock (or securities convertible into shares of such class of Capital Stock) at a price per share (or, in the case of a right or warrant to purchase securities convertible into such class of Capital Stock, having a conversion price per share, after adding thereto the exercise price, computed on the basis of the maximum number of shares of such class of Capital Stock issuable upon conversion of such convertible securities, per share of such class of Capital Stock, so issuable) less than the current market price per share of such class of Capital Stock (as defined in subsection (d) below) on the date on which such issuance was declared or otherwise announced by the Company (the “Determination Date”), the number of shares of such class of Capital Stock into which each $1,000 principal amount of Securities shall be convertible after such record date shall be determined by multiplying the number of shares of such class of Capital Stock into which such principal amount of Securities was convertible immediately prior to such record date by a fraction, of which the numerator shall be the number of shares of such class of Capital Stock outstanding on the Determination Date plus the number of additional shares of such class of Capital Stock offered for subscription or purchase (or in the case of a right or warrant to purchase securities convertible into such class of Capital Stock, the aggregate number of additional shares of such class of Capital Stock into which the convertible securities so offered are initially convertible), and of which the denominator shall be the number of shares of such class of Capital Stock outstanding on the Determination Date plus the number of shares of such class of Capital Stock obtained by dividing the aggregate offering price of the total number of shares so offered (or, in the case of a right or warrant to purchase securities convertible into such class of Capital Stock, the aggregate initial conversion price of the convertible securities so offered, after adding thereto the aggregate exercise price of such rights or warrants computed on the basis of the maximum number of shares of such class of Capital Stock issuable upon conversion of such convertible securities) by such current market price.  Shares of such class of Capital Stock of the Company owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation.  Such adjustment shall be made successively whenever such a record date is fixed; and to the extent that shares of such class of Capital Stock are not delivered (or securities convertible into shares of such class of Capital Stock are not delivered) after the expiration of such rights or warrants (or, in the case of rights or warrants to purchase securities convertible into such class of Capital Stock once exercised, the expiration of the conversion right of such securities) the conversion rate shall be readjusted to the conversion rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants (or securities convertible into shares) been made upon the basis of delivery of only the number of shares actually delivered.  In the event that such rights or warrants are not so

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issued, the conversion rate shall again be adjusted to be the conversion rate which would be in effect if such record date had not been fixed.

(c)In case the Company shall fix a record date for the making of a distribution to all holders of the class of Capital Stock into which Securities of such series are convertible (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of its indebtedness or assets (excluding any cash dividends paid from earned surplus and dividends payable in capital Stock for which adjustment is made pursuant to subsection (a) above) or subscription rights or warrants (excluding subscription rights or warrants to purchase the class of Capital Stock into which securities of such series are convertible), the number of shares of such class of Capital Stock into which each $1,000 principal amount of Securities of such series shall be convertible after such record date shall be determined by multiplying the number of shares of such class of Capital Stock into which such principal amount of Securities was convertible immediately prior to such record date by a fraction, of which the numerator shall be the fair market value of the assets of the Company, after deducting therefrom all liabilities of the Company and all preferences (including accrued but unpaid dividends) in respect of classes of Capital Stock of the Company having a preference with respect to the assets of the Company over such class of Capital Stock (all as determined by the Board of Directors, whose determination shall be conclusive, and described in an Officers’ Certificate, filed with the Trustee and each conversion agent) on such record date, and of which the denominator shall be such fair market value after deducting therefrom such liabilities and preferences, less the fair market value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a statement filed with the Trustee and each conversion agent) of the assets or evidences of indebtedness, so distributed or of such subscription rights or warrants applicable, so distributed.  Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the conversion rate shall again be adjusted to the conversion rate which would then be in effect if such record date had not been fixed.

(d)For the purpose of any computation under subsection (b) above and Section 1406, the current market price per share of the Capital Stock on any date as of which such price is to be computed shall mean the average of the Closing Price Per Share for the 30 consecutive Business Days commencing 45 Business Days before such date.

(e)No adjustment in the conversion rate shall be required unless such adjustment would require a cumulative increase or decrease of at least 1% in such rate; provided, however, that any adjustments which by reason of this subsection (e) are not required to be made shall be carried forward and

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taken into account in any subsequent adjustment; and provided, further, that adjustments shall be required and made in accordance with the provisions of this Article Fourteen (other than this subsection (e)) not later than such time as may be required in order to preserve the tax free nature of a distribution for United States income tax purposes to the Holders of Securities of the class of Capital Stock into which such Securities are convertible.  All calculations under this Article Fourteen shall be made to the nearest cent or to the nearest one-thousandth of a share, as the case may be.  Anything in this Section 1405 to the contrary notwithstanding, the Company shall be entitled to make such adjustments in the conversion rate, in addition to those required by this Section 1405, as it in its discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights to purchase stock or securities, or distribution of securities convertible into or exchangeable for stock hereafter made by the Company to its shareholders shall not be taxable for United States income tax purposes.

(f)Whenever the conversion rate is adjusted, as herein provided, the Company shall promptly file with the Trustees and with the office or agency maintained by the Company for the conversion of Securities of such series pursuant to Section 1002, a certificate of a firm of independent public accountants of recognized national standing selected by the Board of Directors (who may be the regular accountants employed by the Company) setting forth the conversion rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment and a computation thereof.  Such certificate shall be conclusive evidence of the correctness of such adjustment.  Neither the Trustee nor any conversion agent shall be under any duty or responsibility with respect to any such certificate or any facts or computations set forth therein, except to exhibit said certificate from time to time to any Holder of Securities of such series desiring to inspect the same.  The Company shall promptly cause a notice setting forth the adjusted conversion rate to be mailed to the Holders of Securities of such series, as their names and addresses appear upon the registration books of the Company.

(g)In the event that at any time, as a result of shares of any other class of Capital Stock of the Company becoming issuable in exchange or substitution for or in lieu of shares of the class of Capital Stock into which such Securities are convertible or as a result of an adjustment made pursuant to subsection (a) above, the Holder of any Security of such series thereafter surrendered for conversion shall become entitled to receive any shares of the Company other than shares of the class of Capital Stock into which the Securities of such series are convertible, thereafter the number of such other shares so receivable upon conversion of any Security shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the class of Capital Stock into which the Securities of such series are convertible contained in subsections

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(a) to (k), inclusive, above, and the provisions of this Article Fourteen with respect to the class of Capital Stock into which the Securities of such series are convertible shall apply on like terms to any such other shares.

(h)In any case in which this Section 1405 shall require that any adjustment be made effective as of or retroactively immediately following a record date, the Company may elect to defer (but only for five (5) Trading Days following the filing of the statement referred to in Section 1408) issuing to the Holder of any Securities converted after such record date the shares of Capital Stock issuable upon such conversion over and above the shares of Capital Stock of the Company issuable upon such conversion on the basis of the conversion price prior to adjustment; provided, however, that the Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.

(i)The conversion rate with respect to any Original Issue Discount Securities, the terms of which provide for convertibility, shall not be adjusted during the term of such Original Issue Discount Securities for accrued original issue discount.

(j)In the event that the Securities of any series are convertible into more than one class of Capital Stock, the provisions of this Section 1405 shall apply separately to events affecting each such class.

(k)No adjustment shall be made pursuant to this Section 1405 (i) if the effect thereof would be to reduce the conversion price below the par value (if any) of the Capital Stock or (ii) subject to 1403(h) hereof, with respect to any Security that is converted prior to the time such adjustment otherwise would be made.

Section 1406.No Fractional Shares to be Issued.

No fractional shares of Capital Stock shall be issued upon conversions of Securities.  If more than one Security of any series shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities of such series (or specified portions thereof to the extent permitted hereby) so surrendered.  Instead of a fraction of a share of Capital Stock which would otherwise be issuable upon conversion of any Security or Securities (or specified portions thereof), the Company shall pay a cash adjustment in respect of such fraction of a share in an amount equal to the same fractional interest of the Closing Price Per Share of Capital Stock on the Business Day next preceding the day of conversion.

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Section 1407.Preservation of Conversion Rights Upon
Consolidation, Merger, Sale or Conveyance.

In case of any consolidation of the Company with, or merger of the Company into, any other corporation (other than a consolidation or merger in which the Company is the continuing corporation), or in the case of any sale or transfer of all or substantially all of the assets of the Company, the corporation formed by such consolidation or the corporation into which the Company shall have been merged or the corporation which shall have acquired such assets, as the case may be, shall execute and deliver to the Trustee, a supplemental indenture, subject to the provisions of Articles Eight and Nine as they relate to supplemental indentures, providing that the Holder of each Security then Outstanding of a series which was convertible into Capital Stock shall have the right thereafter to convert such secutrity into the kind and amount of shares and other securities and property, including cash, receivable upon such conslidation, merger, sale or transfer by a holder of the number of shares of Capital Stock of the Company into which such securities might have been converted immediately prior to such consolidation, merger, sale or transfer. Such supplemental indenture shall conform to the provisions of the Trust Indenture Act and shall provide for adjustments which shall be as nearly equivalent as may be practicable to teh adjustments provided for in this Article Fourteen. Neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provision contained in any such supplemental indenture relating either to the kind or amount of shares of stock or other securities or property receivable by Holders of Securities upon the conversion of their Securities after any such consolidation, merger, sale or transfer, or to any adjustment to be made with respect thereto and, subject to the provisions of Section 601, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Opinion of Counsel with respect thereto. If in the case of any such consolidation, merger, sale or transfer, the stock or other securities and property receivable by a Holder of Securities includes stock or other securities and property of a corporation other than the successor or purchasing corporation, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary. The above provisions of this Section 1407 shall similarly apply to successive consolidations, mergers, sales or transfers.

Section 1408.Notice to Holders of Securities of a Series
Prior to Taking Certain Types of Action.

With respect to the Securities of any series, in case:

(a)           the Company shall authorize the issuance to all holders of the class of Capital Stock into which Securities of such series are convertible of rights or warrants to subscribe for or purchase shares of its Capital Stock or any other right;

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(b)the Company shall authorize the distribution to all holders of the class of Capital Stock into which Securities of such series are convertible of evidences of its indebtedness or assets (except for the exclusions with respect to certain dividends set forth in Section 1405(c));

(c)of any subdivision, combination or reclassification of the class of Capital Stock into which Securities of such series are convertible or of any consolidation or merger to which the Company is a party and for which approval by the shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or

(d)of the voluntary or involuntary dissolution, liquidation or winding up of the Company;

then the Company shall cause to be filed with the Trustee and at the office or agency maintained for the purpose of conversion of Securities of such series pursuant to Section 1002, and shall cause to be mailed to the Holders of Securities of such series, at their last addresses as they shall appear upon the registration books of the Company, at least ten days prior to the applicable record date hereinafter specified, a notice stating (i) the date as of which the holders of such class of Capital Stock to be entitled to receive any such rights, warrants or distribution are to be determined, or (ii) the date on which any such subdivision, combination, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action is expected to become effective, and the date as of which it is expected that holders of record of such class of Capital Stock shall be entitled to exchange their Capital Stock of such class for securities or other property, if any, deliverable upon such subdivision, combination, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action.  The failure to give the notice required by this Section 1408 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, subdivision, combination, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action, or the vote upon any of the foregoing.  Such notice shall also be published by and at the expense of the Company not later than the aforesaid filing date at least once in an Authorized Newspaper.

Section 1409.Covenant to Reserve Shares for Issuance
on Conversion of Securities.

The Company covenants that at all times it will reserve and keep available out of each class of its authorized Capital Stock, free from preemptive rights, solely for the purpose of issue upon conversion of Securities of any series as herein provided, such number of shares of Capital Stock of such class as shall then be issuable upon the conversion of all outstanding Securities of such series.  The Company covenants that all shares of Capital Stock which shall be so issuable shall, when issued or delivered, be duly and validly issued shares of the class of authorized Capital Stock into which Securities of such series are convertible, and

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shall be fully paid and nonassessable, free of all liens and charges and not subject to preemptive rights and that, upon conversion, the appropriate capital stock accounts of the Company will be duly credited.

Section 1410.Compliance with Governmental Requirements.

The Company covenants that if any shares of Capital Stock required to be reserved for purposes of conversion of Securities hereunder require registration or listing with or approval of any governmental authority under any Federal or State law, pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act, or any national or regional securities exchange on which such Capital Stock is listed at the time of delivery of any shares of such Capital Stock, before such shares may be issued upon conversion, the Company will use its best efforts to cause such shares to be duly registered, listed or approved, as the case may be.

Section 1411.Payment of Taxes Upon Certificates for
Shares Issued Upon Conversion of Securities.

The issuance of certificates for shares of Capital Stock upon the conversion of Securities shall be made without charge to the converting Holders for any tax (including, without limitation, all documentary and stamp taxes) in respect of the issuance and delivery of such certificates, and such certificates shall be issued in the respective names of, or in such names as may be directed by, the Holders of Securities converted; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the Holder of the Security converted, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Section 1412.Trustee’s Duties with Respect
to Conversion Provisions.

The Trustee and any conversion agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine whether any facts exist which may require any adjustment of the conversion rate, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same.  Neither the Trustee nor any conversion agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any shares of Capital Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security; and neither the Trustee nor any conversion agent makes any representation with respect thereto.  Neither the Trustee nor any conversion agent shall be responsible or liable for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of stock or stock certificates or

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other securities or property upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 601, and any conversion agent shall not be responsible or liable for any failure of the Company to comply with any of the covenants of the Company contained in this Article Fourteen.

Section 1413.Corporate Action Regarding
Par Value of Capital Stock.

Before taking any action which would cause an adjustment reducing the applicable conversion price below the then par value (if any) of the shares of Capital Stock deliverable upon conversion of the Securities, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Capital Stock at such adjusted conversion price.

Section 1414.Company Determination Final.

Any determination that the Company or the Board of Directors must make pursuant to this Article is conclusive.

ARTICLE FIFTEEN

Subordination

Section 1501.Applicability of Article.

Securities of any series which are subordinated shall be subordinated in accordance with their terms (unless otherwise specified in one or more indentures supplemental hereto or in a resolution of the Board of Directors as contemplated in Section 301 for the Securities of any series) in accordance with this Article.

Section 1502.Agreement to Subordinate.

The Company covenants and agrees, and each Holder of a subordinated Security or any Coupon appertaining thereto issued hereunder, by his acceptance thereof, likewise covenants and agrees, that all subordinated Securities and any Coupons appertaining thereto shall be issued subject to the provisions of, any applicable indentures supplemental hereto and/or Board Resolution as contemplated in Section 301 with respect to subordination of the rights of subordinated Debt to Senior Debt.

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Section 1503.Subrogation.

Subject to the payment in full of all Senior Debt, the Holders of the subordinated Securities and any Coupon appertaining thereto shall be subrogated (equally and ratably with the holders of all obligations of the Company which by their express terms are subordinated to Senior Debt of the Company) to the rights of the holders of Senior Debt hereunder until the principal of and interest on such subordinated Securities and the amounts owed pursuant to any such Coupons appertaining thereto shall be paid in full; and otherwise as provided in an applicable supplemental indenture and/or resolution of the Board of Directors as contemplated in Section 301.

Nothing contained in this Article or elsewhere in this Indenture or in the subordinated Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Debt, and the Holders of the subordinated Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the subordinated Securities the principal of and interest on the subordinated Securities and the amounts owed pursuant to any Coupons appertaining thereto as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights against the Company of the Holders of the subordinated Securities and creditors of the Company other than the holders of Senior Debt, nor shall anything herein or therein prevent the Holder of any subordinated Security or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Debt in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Sections 601 and 603, and the Holders of the subordinated Securities and any Coupons appertaining thereto shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such insolvency, bankruptcy, dissolution, winding-up, liquidation, arrangement or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the subordinated Securities and of any Coupons appertaining thereto, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

Section 1504.Authorization by Holders of Subordinated Securities.

Each Holder of a subordinated Security or Coupon appertaining thereto by his acceptance thereof authorizes the Trustee on his behalf to take such

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action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes.

Section 1505.Notice to Trustee.

The Company shall give prompt written notice to the Trustee and to any Paying Agent of any fact known to the Company which would prohibit the making of any payment of moneys to or by the Trustee or any paying agent in respect of the subordinated Securities or any Coupons appertaining thereto pursuant to the provisions of this Article.  Regardless of anything to the contrary contained in this Article or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt or of any default or event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee in respect of the subordinated Securities or any Coupons appertaining thereto, unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an officer of the Company, or by a holder or agent of a holder of Senior Debt who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent, or by the trustee under any indenture pursuant to which Senior Debt shall be outstanding, and, prior to the receipt of any such written notice, the Trustee shall, subject to Sections 601 and 603, be entitled to assume that no such facts exist; provided that if on a date at least two Business Days prior to the date upon which by the terms hereof any such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Security) the Trustee shall not have received with respect to such moneys the notice provided for in this section, then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.

Regardless of anything to the contrary herein nothing shall prevent (a) any payment by the Company or the Trustee to the Holders of subordinated Securities of amounts in connection with a redemption of subordinated Securities if (i) notice of such redemption has been given pursuant to Article Eleven prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date, or (b) any payment by the Trustee to the Holders of subordinated Securities of amounts deposited with it pursuant to Section 1302.

Subject to Sections 601 and 603, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee or other representative on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt or a trustee or other representative on behalf of any such holder.  In the event that the Trustee

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determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Section 1506.Trustee’s Relation to Senior Debt.

The Trustee and any agent of the Company or the Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Debt which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt and nothing in the Trust Indenture Act or in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder.  Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and, subject to the provisions of Sections 601 and 603, the Trustee shall not be liable to any holder of Senior Debt if it shall in good faith pay over or deliver to Holders of subordinated Securities, the Company or any other Person moneys or assets to which any holder of Senior Debt shall be entitled by virtue of this Article or otherwise.

Section 1507.No Impairment of Subordination.

No right of any present or future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

FOSTER WHEELER CORPORATION
By		Robert Iseman
	Name: Robert Iseman
	Title: Vice President and Treasurer
HARRIS TRUST AND SAVINGS BANK,
as Trustee
By		Carolyn Potter
	Name: Carolyn Potter
	Title: Assistant Vice President

[SEAL]

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FIRST SUPPLEMENTAL INDENTURE dated as of the 25th day of May, 2001, among (i) FOSTER WHEELER LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Company”) and successor by merger to the obligations of Foster Wheeler Corporation, a corporation organized and existing under the laws of the State of New York (“FWC”); (ii) FOSTER WHEELER USA CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (“USA Corp.”); (iii) FOSTER WHEELER ENERGY INTERNATIONAL, INC., a corporation duly organized and existing under the laws of the State of Delaware; (“Energy International”); (iv) FOSTER WHEELER ENERGY CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (“Energy Corp.” and together with USA Corp. and Energy International, the “Co-obligors” and each a “Co-obligor”); (v) FOSTER WHEELER US HOLDINGS, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “US Holdings”); (vi) FOSTER WHEELER INTERNATIONAL HOLDINGS, INC., a corporation duly organized and existing under the laws of the State of Delaware (“International Holdings”, and together with US Holdings, the “New Guarantors” and each, a “New Guarantor”); and (vii) BNY MIDWEST TRUST COMPANY, an Illinois banking corporation, as Trustee (the “Trustee”) and successor to the obligations of Harris Trust and Savings Bank, an Illinois banking corporation (“Harris Trust”).

WHEREAS, FWC and Harris Trust, have entered into an Indenture dated as of November 15, 1995 (the “Indenture”) to provide for the issuance from time to time of FWC’s unsecured debentures, notes or other evidences of indebtedness, which may be convertible into shares of Capital Stock (as such term is defined in the Indenture) of FWC to be issued in one or more series.

WHEREAS, Section 801 of the Indenture provides that the Company shall expressly assume, by supplemental indenture satisfactory in form to the Trustee, the due and punctual payment of the principal of and any premium and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed and observed by FWC.

WHEREAS, Section 901 of the Indenture provides that FWC may enter into one or more supplemental indentures without the written consent of any Holders (as such term is defined in the Indenture), when authorized by a Board Resolutions (as such term is defined in the Indenture) and in form satisfactory to the Trustee, to add to the covenants of FWC for the benefit of the Holders of all or any Series of Securities or to surrender any right or power herein conferred upon FWC.

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the by-laws of the Company, the Co-obligors, the New Guarantors and of the Trustee necessary to make this First Supplemental Indenture a valid instrument legally binding on the Company, the Co-obligors, the New Guarantors and the Trustee, in accordance with its terms, have been duly done and performed.

WHEREAS, FWC on November 15, 1995 issued $200 million in aggregate principal amount of its 6³/₄% Notes due November 15, 2005 (the “Notes”) pursuant to the Indenture on behalf of the holders from time to time of the Notes (the “Noteholders”); and

WHEREAS, USA Corp., Energy International and Energy Corp. issued a Guaranty dated February 12, 1999 (the “Guaranty”) to guaranty as primary obligor the full and prompt payment when due (whether at the stated maturity, by acceleration of otherwise) of the principal of, premium, if any, and interest on, the Notes, together with all the other obligations and liabilities of FWC to the Noteholders in respect of the Notes and to Harris Trust in its capacity as such under the Indenture (including, in each case, without limitation, indemnities, fees and interest thereon), whether now existing or hereafter incurred, and the due performance and compliance by FWC with all of the terms, conditions and agreements contained in the Notes and the Indenture to Harris Trust and the Noteholders.

WHEREAS, all conditions precedent to supplement the Indenture have been met.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Co-obligors, the New Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and proportionate benefit of the Noteholders or of series thereof.

1.Section 101.Definitions.

1.1The definition of “Paying Agent” set forth in Section 101 of the Indenture is hereby amended to read in its entirety as follows:

“Paying Agent” means any Person authorized by the Company, any Co-obligor or any New Guarantor to pay the principal of or any premium or interest on any Securities on behalf of the Company, a Co-obligor or a New Guarantor.

1.2The definitions of “Co-obligor” and of “Co-obligor Request” are hereby added after the definition of “Convertible Holder” to read in its entirety as follows:

“Co-obligor” means each of USA Corp., Energy International, Energy Corp. until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Co-obligor” shall mean such successor Person.

“Co-obligor Request” means a written request signed in the name of any Co-obligor by both (i) its Chairman of the Board of Directors, its Vice Chairman of the Board of Directors, its President or a Vice President, and (ii) its Treasurer, an Assistance Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee.

1.3The definitions of “New Guarantor” and of “New Guarantor Request” are hereby added after the definition of “NASDAQ” to read in its entirety as follows:

2

“New Guarantor” means each of US Holdings and International Holdings until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “New Guarantor” shall mean such successor Person.

“New Guarantor Request” means a written request signed in the name of any New Guarantor by both (i) its Chairman of the Board of Directors, its Vice Chairman of the Board of Directors, its President or a Vice President, and (ii) its Treasurer, an Assistance Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee.

2.Section 1001.Payment of Principal, Premium and Interest

2.1Section 1001 is hereby amended to read in its entirety as follows:

The Company, each Co-obligor and each New Guarantor, jointly and severally, covenant and agree for the benefit of each series of Securities that they will duly and punctually pay or cause to be paid the principal of, and any premium and interest on, the Securities of that series and all amounts due to the Trustee in accordance with the terms of the Securities and this Indenture.

3.Section 1003.Money for Securities Payments to Be Held in Trust

3.1Any reference made in Section 1003 to the “Company” is hereby amended to include the “Company” and/or a “Co-obligor” and/or a ‘New Guarantor”.

3.2Any reference made in Section 1003 to the “Company Request” is hereby amended to include “the Company Request and/or the Co-obligor Request and/or the New Guarantor Request”.

4.Section 1006.Certificate of Compliance

4.1The language in Section 1006 is hereby amended to read in its entirety as follows:

The Company, each Co-obligor and each New Guarantor shall deliver a certificate of its compliance to the Trustee on or before April 30 of each year pursuant to section 314(a)(4) of the Trust Indenture Act.

5.Miscellaneous

5.1Pursuant to Section 801 of the Indenture, the Company hereby expressly assumes the due and punctual payment of the principal of and any premium and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed and observed by FWC.

3

5.2The Guarantors (as defined in the Guaranty) shall become co-obligors under the Guaranty.

5.3The New Guarantors will become guarantors under the Guaranty.

5.4The New Guarantors agree to be bound by the Guaranty.

6.Final Provisions

Except as amended and supplemented hereby, the Indenture is hereby ratified and confirmed in all respects and shall remain in full force and effect.

This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

The parties may sign any number of copies of this Supplemental Indenture and may sign such in counterparts.  Each signed counterpart copy shall be an original, but all of them together represent the signed agreement.  One signed copy is enough to prove this Supplemental Indenture.

This Supplemental Indenture shall become effective upon the later of (i) 5:00pm, May 25, 2001 and (ii) the effectiveness of the merger agreement among the Company, Foster Wheeler Ltd. and FWC.

*    *   *

4

IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first above written.

FOSTER WHEELER LLC
By	/s/ Robert D. Iseman
	Name:
	Title:
FOSTER WHEELER USA CORPORATION
By	/s/ Robert A. Koeckert
	Name:		Robert A. Koeckert
	Title:		Treasurer
FOSTER WHEELER ENERGY INTERNATIONAL, INC.
By	/s/ Robert D. Iseman
	Name:
	Title:
FOSTER WHEELER ENERGY CORPORATION
By	/s/ Robert A. Koeckert
	Name:	Robert A. Koeckert
	Title:	Treasurer
FOSTER WHEELER US HOLDINGS, INC.
By:	/s/ Robert D. Iseman
	Name:
	Title:

5

FOSTER WHEELER INTERNATIONAL
HOLDINGS, INC.
By:	/s/ Robert D. Iseman
	Name:
	Title:
BNY MIDWEST TRUST COMPANY
By	/s/ C. Potter
	Name:	C. Potter
	Title:	Assistant Vice President

6

EX-4.13

Exhibit 4.13

EXECUTION COPY

SECOND SUPPLEMENTAL INDENTURE, dated as of the 16th day of August, 2002, among FOSTER WHEELER LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “COMPANY”) and successor by merger to the obligations of Foster Wheeler Corporation, a corporation previously organized and existing under the laws of the State of New York, each of the entities listed on Schedule I attached hereto (all such entities, collectively, the “GUARANTORS” and each, a “Guarantor”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company, as Trustee (the “TRUSTEE”) and successor to the obligations of Harris Trust and Savings Bank, an Illinois banking corporation.

WHEREAS, the Company and the Trustee have entered into an Indenture dated as of November 15, 1995, as amended (the “Indenture”) to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness, which may be convertible into shares of Capital Stock (as such term is defined in the Indenture) of the Company to be issued in one or more series as provided in the Indenture.

WHEREAS, the Indenture was previously amended by the Amended and Restated First Supplemental Indenture, dated as of August 10, 2001, among the Company, Foster Wheeler USA Corporation, Foster Wheeler Energy International, Inc., Foster Wheeler Energy Corporation, Foster Wheeler Inc., Foster Wheeler International Holdings, Inc., Foster Wheeler, Ltd., Foreign Holdings Ltd. and BNY Midwest Trust Company (the “Restated First Supplemental Indenture”).

WHEREAS, Section 1004 of the Indenture provides that, except as expressly permitted therein, the Company will not, and will not permit any Subsidiary (as such term is defined in the Indenture) to, incur, issue, assume or guarantee any Debt (as such term is defined in the Indenture) secured after the date of the Indenture by pledge of, or mortgage or other lien on (“Lien”), any Principal Property (as such term is defined in the Indenture) of the Company or any Subsidiary, or any shares of stock or Debt of any Subsidiary (such Principal Property and shares of stock and Debt are collectively referred to as the “Restricted Collateral”) without effectively providing that the Debt Securities (as such term is defined in the Indenture) of all series issued pursuant to the Indenture shall be secured equally and ratably with such secured Debt, so long as such secured Debt shall be so secured.

WHEREAS, the Company desires to secure its obligations under, and certain of the Company’s Subsidiaries desire to secure their guarantees of the Company’s obligations under, that certain Third Amended and Restated Term Loan and Revolving Credit Agreement, dated as of August 16, 2002, among the Company, the Guarantors signatory thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto, by the creation of security interests in certain property of the Company or its Subsidiaries, as the case may be.

WHEREAS, pursuant to Section 1004 of the Indenture, the Company and those Guarantors that are Subsidiaries of the Company desire to secure their respective obligations in respect of the Debt hereunder (including under the New Guaranty referred to below) by a Lien on the Restricted Collateral as, and to the extent, required by the Indenture.

WHEREAS, Section 901 of the Indenture provides that the Company may enter into one or more supplemental indentures without the written consent of any Holders (as such term is defined in the Indenture), when authorized by Board Resolutions (as such term is defined in the Indenture) and in form satisfactory to the Trustee, to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities (as defined in the Indenture) any property or assets.

WHEREAS, all acts and things prescribed by the Indenture, by law and by the certificate of incorporation and the by-laws of the Company, the Guarantors and of the Trustee necessary to make this Second Supplemental Indenture a valid instrument legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed.

WHEREAS, the Company on November 15, 1995 issued $200 million in aggregate principal amount of its 6 3/4% Notes due November 15, 2005 (the “NOTES”) pursuant to the Indenture on behalf of the holders from time to time of the Notes (the “Noteholders”).

WHEREAS, Foster Wheeler USA Corporation (“USA CORP.”), Foster Wheeler Power Group Inc. (“POWER GROUP”) and Foster Wheeler Energy Corporation (“ENERGY CORP.”) issued a Guaranty dated as of February 12, 1999 (the “Existing Guaranty”) and each of Foster Wheeler Inc., Foster Wheeler International Holdings, Inc., Foster Wheeler Ltd. and Foreign Holdings, Ltd. subsequently agreed to be bound by such Existing Guaranty, to guaranty as primary obligor the full and prompt payment when due (whether at the stated maturity, by acceleration of otherwise) of the principal of, premium, if any, and interest on, the Notes, together with all the other obligations and liabilities of the Company to the Noteholders in respect of the Notes and to the Trustee in its capacity as such under the Indenture (including, in each case, without limitation, indemnities, fees and interest thereon), whether now existing or hereafter incurred, and the due performance and compliance by the Company with all of the terms, conditions and agreements contained in the Notes and the Indenture to the Trustee and the Noteholders.

WHEREAS, USA Corp., Power Group and Energy Corp., to secure their obligations under the Existing Guaranty, entered into a Pledge Agreement, dated as of February 12, 1999 (the “Existing Pledge Agreement”).

WHEREAS, the Company and the Guarantors desire to terminate the Existing Guaranty and the Existing Pledge Agreement and replace them with a new Guaranty (the “New Guaranty”) and Security Agreement (the “New Security Agreement”).

WHEREAS, all conditions precedent to supplement the Indenture have been met.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and proportionate benefit of the Noteholders or of series thereof.

2

1.DEFINITIONS.

1.1 For purposes of this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Section have the meanings assigned to them in this Section.  All capitalized terms not otherwise defined in this Second Supplemental Indenture have the meanings given to such terms in the Indenture.

“COLLATERAL AGENT” means Bank of America, N.A. in its capacity as collateral agent pursuant to the terms of the New Security Agreement, together with any successor collateral agent thereunder.

“NEW SECURITY AGREEMENT” means the Security Agreement, dated as of August 16, 2002, among the Company, the Guarantors and Bank of America, N.A., as Collateral Agent, as in effect from time to time.

“TEMPORARY CASH INVESTMENT” means any investment in (a) securities issued or directly and fully guaranteed or insured by the United States of America government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition, (b) marketable direct obligations issued by any State of the United States or any political subdivision of any such State or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group, a division of McGraw-Hill, Inc. (together with its successors, “S&P”) or Moody’s Investors Service, Inc. (together with its successors, “MOODY’S”), (c) demand deposits, time deposits and certificates of deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year from the date of acquisition and overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States of America or any State thereof having capital, surplus and undivided profits in excess of $250 million, (d) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (a), (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above, (e) commercial paper rated at least P-1 by Moody’s and A-1 by S&P at the time of acquisition thereof or, if such commercial paper is rated by only one such agency, at least such rating from such agency, and (f) investments in any Dollar denominated money market fund as defined by Rule 2a-7 of the General Rules and Regulations promulgated under the Investment Company Act of 1940.

1.2 The definitions of “CO-OBLIGOR”, “CO-OBLIGOR REQUEST”, “NEW GUARANTOR” and “NEW GUARANTOR REQUEST” set forth in the Restated First Supplemental Indenture are removed in their entirety and all references to such terms are deleted and given no effect.

1.3 The amendments to the definition of “PAYING AGENT” set forth in the Restated First Supplemental Indenture are hereby rescinded and the definition of “PAYING AGENT” is hereby amended to read in its entirety as follows:

“PAYING AGENT” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.

3

2.GRANTING OF SECURITY INTEREST.

2.1 The Company confirms that in order to secure the due and punctual payment by the Company and certain of the Guarantors of certain Secured Debt, including the Securities and all other sums payable by the Company and certain of the Guarantors under the Indenture and the New Guaranty, the Company and the Guarantors pursuant to the New Security Agreement are granting to Bank of America, N.A., as Collateral Agent for the benefit of the Secured Parties (as such term is defined in the New Security Agreement), a security interest, among other assets, in such of the Restricted Collateral (as such term is defined in the New Security Agreement) as is required pursuant to the terms of the Indenture.  The Company warrants and represents that pursuant to the New Security Agreement, the Securities are secured, as to such Restricted Collateral, at least equally and ratably with all other obligations and indebtedness of the Company and certain of the Guarantors secured thereby as, and to the extent, required by the Indenture.

3.APPLICATION OF AMOUNTS RECEIVED BY TRUSTEE WITH RESPECT TO COLLATERAL

3.1 The Trustee shall hold in trust for the benefit of the Noteholders from time to time, in accordance with Section 3.4 below:

(a) any cash, securities or other property received by the Trustee from the Collateral Agent pursuant to the provisions of the Security Agreement or from the Company in respect of the sale or other disposition of any Restricted Collateral; and

(b) any investments made by the Trustee pursuant to Section 3.2 hereof and any cash received by the Trustee by way of income or other gain from the sale, conversion, maturity or redemption of or payment by the Company with respect to such investments.

If the principal of all of the Securities shall have been declared (or shall have become) immediately due and payable pursuant to Section 502 of the Indenture, and such acceleration shall not otherwise have been rescinded or annulled as provided by Section 502 of the Indenture, then all such amounts held by the Trustee (including amounts held by an escrow agent on behalf of the Trustee) shall be applied by the Trustee in accordance with the provisions of the Securities and this Indenture, and subject to the last paragraph of Section 1003 of the Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) or Depositary as the Trustee may determine, to the Holders of the particular Securities of such series for the payment of which such money has been deposited with the Trustee, of all sums due and to become due thereon at maturity for principal and any premium and interest.

3.2 So long as no Event of Default shall have occurred and be continuing, the Trustee shall invest and reinvest any cash held by it pursuant to Section 3.1 hereof at the direction of the Company in Temporary Cash Investments as may be specified in a written request or requests by the Company signed by its President, Treasurer or any Vice President and delivered to the Trustee.  Any loss realized as a result of any such investment shall be for the account of, and shall upon demand by the Trustee be immediately paid in cash to the Trustee by, the Company.  If and when cash is required for application in accordance with Section 3.3 hereof, the Trustee is authorized to cause a sufficient amount of such investments to be sold or otherwise converted into cash, PROVIDED that the Trustee shall be under no obligation to sell or otherwise convert any

4

such investment if such sale or other conversion would result in the receipt by the Trustee of an amount less than the aggregate purchase price of such investment (inclusive of commissions and other purchase costs) unless the Company shall, simultaneously with such sale or other conversion, make available to the Trustee in cash the amount of any such deficit.

3.3 So long as no Event of Default shall have occurred and be continuing, the Trustee shall apply all amounts received as interest on investments pursuant to Section 3.2 hereof to the payment of interest on the Securities when due in accordance with the provisions of the Securities and the Indenture.

3.4 The Trustee shall hold all funds received by it pursuant to the New Security Agreement in an account governed by an escrow agreement substantially in the form attached hereto as Exhibit A.

3.5 Notwithstanding any provision of Section 3.1, 3.2 or 3.3 hereof, if at any time all obligations of the Company under the Securities have been discharged, then the Trustee shall cause any and all funds received by it pursuant to the New Security Agreement to be paid to the Company.

4.MISCELLANEOUS

4.1 The Existing Pledge Agreement has terminated pursuant to the terms thereof and been replaced in its entirety by the New Security Agreement and all originals of the Existing Pledge Agreement held by the Trustee will be returned to the Company.

4.2 The Existing Guaranty has terminated pursuant to the terms thereof and been replaced in its entirety by the New Guaranty and all originals of the Existing Guaranty held by the Trustee will be returned to the Company.

4.3 The amendments to Section 1001 of the Indenture set forth in the Restated First Supplemental Indenture are hereby rescinded and Section 1001 is hereby amended to read in its entirety as follows:

“The Company and each Guarantor, jointly and severally, covenant and agree for the benefit of each series of Securities that they will duly and punctually pay or cause to be paid the principal of, and any premium and interest on, the Securities of that series and all amounts due to the Trustee in accordance with the terms of the Securities and this Indenture.”

4.4 The amendments to Section 1006 of the Indenture set forth in the Restated First Supplemental Indenture are hereby rescinded and Section 1006 is hereby amended to read in its entirety as follows:

“The Company and each Guarantor shall deliver a certificate of its compliance to the Trustee on or before April 30 of each year pursuant to Section 314(a)(4) of the Trust Indenture Act.”

5

5.FINAL PROVISIONS

Except as amended and supplemented hereby, the Indenture is hereby ratified and confirmed in all respects and shall remain in full force and effect.

This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

The parties may sign any number of copies of this Second Supplemental Indenture and may sign such in counterparts.  Each signed counterpart copy shall be an original, but all of them together represent the signed agreement.  One signed copy is enough to prove this Second Supplemental Indenture.

The recitals contained in this Second Supplemental Indenture shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture.

* * *

6

IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

FOSTER WHEELER LLC

By

Name:

Title:

EQUIPMENT CONSULTANTS, INC.

By

Name:

Title:

FOREIGN HOLDINGS LTD.

By

Name:

Title:

FOSTER WHEELER ASIA LIMITED

By

Name:

Title:

FOSTER WHEELER CAPITAL
& FINANCE CORPORATION

By

Name:

Title:

7

FOSTER WHEELER CONSTRUCTORS, INC.

By

Name:

Title:

FOSTER WHEELER DEVELOPMENT CORPORATION

By

Name:

Title:

FOSTER WHEELER ENERGY CORPORATION

By

Name:

Title:

FOSTER WHEELER ENERGY MANUFACTURING, INC.

By

Name:

Title:

FOSTER WHEELER ENERGY SERVICES, INC.

By

Name:

Title:

8

FOSTER WHEELER ENVIRESPONSE,  INC.

By

Name:

Title:

FOSTER WHEELER ENVIRONMENTAL CORPORATION

By

Name:

Title:

FOSTER WHEELER FACILITIES MANAGEMENT, INC.

By

Name:

Title:

FOSTER WHEELER INC.

By

Name:

Title:

FOSTER WHEELER INTERNATIONAL CORPORATION

By

Name:

Title:

9

FOSTER WHEELER INTERNATIONAL HOLDINGS, INC.

By

Name:

Title:

FOSTER WHEELER LTD.

By

Name:

Title:

FOSTER WHEELER POWER GROUP,  INC.

By

Name:

Title:

FOSTER WHEELER POWER SYSTEMS,  INC.

By

Name:

Title:

FOSTER WHEELER PYROPOWER,  INC.

By

Name:

Title:

10

FOSTER WHEELER REAL ESTATE
DEVELOPMENT CORPORATION

By

Name:

Title:

FOSTER WHEELER REALTY SERVICES, INC.

By

Name:

Title:

FOSTER WHEELER USA CORPORATION

By

Name:

Title:

FOSTER WHEELER VIRGIN ISLANDS,  INC.

By

Name:

Title:

FOSTER WHEELER ZACK,  INC.

By

Name:

Title:

11

FW MORTSHAL,  INC.

By

Name:

Title:

FW TECHNOLOGIES HOLDING LLC

By

Name:

Title:

HFM INTERNATIONAL,  INC.

By

Name:

Title:

PROCESS CONSULTANTS,  INC.

By

Name:

Title:

PYROPOWER OPERATING SERVICES COMPANY,  INC.

By

Name:

Title:

12

PERRYVILLE III TRUST
By:	THE BANK OF NEW YORK, not in its individual capacity but solely in its capacity as the Owner Trustee of the Perryville III Trust
By
Name:
Title:

13

BNY MIDWEST TRUST COMPANY, as Trustee

By

Name:

Title:

14

SCHEDULE I

GUARANTORS

Equipment Consultants, Inc.	Delaware
Foreign Holdings Ltd.	Bermuda
Foster Wheeler Asia Limited	Delaware
Foster Wheeler Capital & Finance Corporation	Delaware
Foster Wheeler Constructors, Inc.	Delaware
Foster Wheeler Development Corporation	Delaware
Foster Wheeler Energy Corporation	Delaware
Foster Wheeler Energy Manufacturing, Inc.	Delaware
Foster Wheeler Energy Services, Inc.	California
Foster Wheeler Enviresponse, Inc.	Delaware
Foster Wheeler Environmental Corporation	Texas
Foster Wheeler Facilities Management, Inc.	Delaware
Foster Wheeler Inc.	Delaware
Foster Wheeler International Corporation	Delaware
Foster Wheeler International Holdings, Inc.	Delaware
Foster Wheeler Ltd.	Bermuda
Foster Wheeler Power Group, Inc.	Delaware
Foster Wheeler Power Systems, Inc.	Delaware
Foster Wheeler Pyropower, Inc.	New York
Foster Wheeler Real Estate Development Corporation	Delaware
Foster Wheeler Realty Services, Inc.	Delaware
Foster Wheeler USA Corporation	Delaware
Foster Wheeler Virgin Islands, Inc.	Delaware
Foster Wheeler Zack, Inc.	Delaware
FW Mortshal, Inc.	Delaware
FW Technologies Holding LLC	Delaware
HFM International, Inc.	Delaware
Process Consultants, Inc.	Delaware
Pyropower Operating Services Company, Inc.	California
Perryville III Trust	New York

15

EXHIBIT A

ESCROW AGREEMENT

This ESCROW AGREEMENT is made this                day of               , 20     , by and among FOSTER WHEELER LLC,  a Delaware limited liability company, with its principal office at Perryville Corporate Park, Clinton, New Jersey 08809 - 4000 (the “Company”), BNY MIDWEST TRUST COMPANY, an Illinois trust company with its principal offices at 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602 (the “Trustee”) and BNY MIDWEST TRUST COMPANY, an Illinois trust company with its principal corporate trust office at 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602 (the “Escrow Agent”).

1.DEPOSIT.

Pursuant to the terms of the Indenture, the Trustee or the Company may be required from time to time to deliver to the Escrow Agent cash to be held by the Escrow Agent and the Escrow Agent hereby agrees that such cash shall be applied only in conformity with the purposes of, and upon the terms and conditions set forth in, this Agreement.  All cash delivered to the Escrow Agent pursuant to this Agreement, together with all investment income thereon, shall be defined as the “Escrowed Property”.

2.ACCRUAL ON ESCROWED PROPERTY.

The Escrow Agent shall collect all dividends, principal, interest and any other payment or distribution on the Escrowed Property, and shall hold the same as part of the Escrowed Property.

3.INVESTMENT BY ESCROW AGENT.

Any Escrowed Property in the form of cash shall be invested or reinvested by the Escrow Agent without unreasonable delay and only in such obligations which are (a) securities issued or directly and fully guaranteed or insured by the United States of America government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition, (b) marketable direct obligations issued by any State of the United States or any political subdivision of any such State or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group, a division of McGraw-Hill, Inc. (together with its successors, “S&P”) or Moody’s Investor Service, Inc. (together with its successors, “MOODY’S”) (c) demand deposits, time deposits and certificates of deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year from the date of acquisition and overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States of America or any State thereof having capital, surplus and undivided profits in excess of $250 million, (d) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (a), (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above, (e) commercial paper rated at least P-1 by Moody’s and A-1 by S&P at the time of acquisition thereof or, if such commercial paper is rated by only one such agency, at least such rating from such agency, and (f) investments in any Dollar denominated money market fund as defined by Rule 2a-7 of the

EXHIBIT A

Page 2

General Rules and Regulations promulgated under the Investment Company Act of 1940, as shall be designated in writing from time to time by the Company.  Temporarily uninvested funds held hereunder shall not earn or accrue interest.

4.REPORTING BY ESCROW AGENT.

The Escrow Agent shall furnish to the Company and the Trustee (i) upon the receipt of any Escrowed Property delivered to the Escrow Agent as provided in Section 1 hereof, an acknowledgement of such receipt, and (ii) from time to time thereafter, monthly itemized summaries of the property held as Escrowed Property, including all transactions made pursuant to Sections 2 and 3 hereof.

5.DISTRIBUTION.

The Escrow Agent shall release from escrow and distribute the Escrowed Property in accordance with the directions of the Trustee acting pursuant to the Indenture, dated as of November 15, 1995, between the Company and the Trustee, as amended (the “Indenture”).  Upon distribution of all the Escrowed Property or upon termination of this Agreement, the Escrow Agent shall be discharged from all obligations under this Agreement and shall have no further duties or responsibilities in connection herewith.

6.COMPENSATION AND REIMBURSEMENT OF ESCROW AGENT.

(a) For services rendered hereunder, the Company shall pay the Escrow Agent compensation in the amount of [$  ] annually, payable upon execution of this Agreement and within ten business days of each anniversary of such execution.  Upon termination of this Agreement, either because all Escrowed Property has been distributed or for any other reason, the Escrow Agent shall return to the Company a proportional fraction of the compensation already paid for that year, less any fee or reimbursement due at that time.

(b) The Company shall pay monthly an Investment Transaction Fee of $50.00 for each purchase or sale made by the Escrow Agent pursuant to Section 3 hereof.

(c) The Company shall reimburse the Escrow Agent upon request for all expenses, disbursements, and advances incurred or made by the Escrow Agent in implementing any of the provisions of this Agreement, including reasonable compensation and the reasonable expenses and disbursements of its counsel, except any such expense, disbursement, or advance as may arise from its gross negligence or willful misconduct.

(d) The Company shall be liable for all payments due under any provision of this Section 6.

(e) The provisions of this Section 6 shall survive the termination of this Agreement or the resignation or removal of the Escrow Agent.

7.ESCROW AGENT’S LIEN ON ESCROWED PROPERTY.

The Company hereby grants to the Escrow Agent a lien on the Escrowed Property such that, in the event that any and all charges payable under Section 6 and Section 8(c) hereof shall not be timely paid by the Company, the Escrow Agent shall have the right to pay itself from the Escrowed

EXHIBIT A

Page 3

Property the full amount owed, provided that written notice of the Escrow Agent’s intent to proceed under this Section 7 be given at least five business days in advance of such action.

8. RESPONSIBILITIES OF THE ESCROW AGENT.

(a) The Escrow Agent shall exercise the same degree of care toward the Escrowed Property as it exercises toward its own similar property and shall not be held to any higher standard of care under this Agreement, nor be deemed to owe any fiduciary duty to the Company.

(b) The Escrow Agent shall be obligated to perform only such duties as are expressly set forth in this Agreement.  No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement by the Company beyond the specific terms hereof.

(c) The Escrow Agent shall not be liable hereunder except for its own gross negligence or willful misconduct and the Company agrees to indemnify the Escrow Agent for and hold it harmless as to any loss, liability, or expense, including reasonable attorney fees, incurred without gross negligence or willful misconduct on the part of the Escrow Agent and arising out of or in connection with the Escrow Agent’s duties under this Agreement.  Specifically and without limiting the foregoing, the Escrow Agent shall in no event have any liability in connection with its investment or reinvestment, in good faith and in accordance with the terms hereof, of any Escrowed Property held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or bad faith in such investment or reinvestment, or for any loss of income incident to any such delay.  The provisions of this Section 8 shall survive the termination of this Agreement or the resignation or removal of the Escrow Agent.

(d) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, instruction, notice or other writing delivered to it in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or service thereof.  The Escrow Agent may act in reliance upon any instrument comporting with the provisions of this Agreement or signature believed by it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.

At any time the Escrow Agent may request in writing an instruction in writing from the Company, and may at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder.  The Escrow Agent shall not be liable for acting without the Company consent in accordance with such a proposal on or after the date specified therein, provided that the specified date shall be at least two business days after the Company receives the Escrow Agent’s request for instructions and its proposed course of action, and provided further that, prior to so acting, the Escrow Agent has not received the written instructions requested.

(e) The Escrow Agent may act pursuant to the advice of counsel chosen by it with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted in accordance with such advice.

EXHIBIT A

Page 4

(f) The Escrow Agent does not have any interest in the Escrowed Property deposited hereunder but is serving as escrow holder only and has only possession thereof.

(g) In the event of ambiguity in the provisions governing the Escrowed Property or uncertainty on the part of the Escrow Agent as to how to proceed, such that the Escrow Agent, in its sole and absolute judgment, deems it necessary for its protection so to do, the Escrow Agent may refrain from taking any action other than to retain custody of the Escrowed Property deposited hereunder until it shall have received written instructions signed by the Company, or to deposit the Escrowed Property with a court of competent jurisdiction and thereupon to have no further duties or responsibilities in connection therewith.

(h) The Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any security or other document or instrument held by or delivered to it.

(i) The Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder.

9. RESIGNATION OR REMOVAL OF ESCROW AGENT.

(a) The Escrow Agent may resign by giving written notice to the Company and the Trustee.  Such resignation shall take effect upon delivery of the Escrowed Property to a successor Escrow Agent designated in writing by the Company, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement, and shall have no further duties or responsibilities in connection herewith.

(b) The Company may remove the Escrow Agent upon written notice to the Escrow Agent signed by the Company.  Such removal shall take effect upon delivery of the Escrowed Property to a successor Escrow Agent designated in writing by the Company, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement and shall have no further duties or responsibilities in connection herewith.  The Escrow Agent shall deliver the Escrowed Property without unreasonable delay after receiving the Company’s designation of a successor Escrow Agent.

(c) If after 30 days from the date of delivery of its written notice of intent to resign or of the Company’s notice of removal the Escrow Agent has not received a written designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility shall be in its sole discretion either to retain custody of the Escrowed Property without any obligation to invest or reinvest any such Escrowed Property until it receives such designation, or to apply to a court of competent jurisdiction for appointment of a successor Escrow Agent and after such appointment to have no further duties or responsibilities in connection herewith.

10. CHOICE OF LAW AND JURISDICTION.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.  The parties to this Agreement hereby agree that jurisdiction over such parties and over the subject matter of any action or proceeding arising under this Agreement may be exercised by a competent Court of the State of New York or by a United States Court sitting in New York City.

EXHIBIT A

Page 5

11. BENEFITS AND ASSIGNMENT.

Nothing in this Agreement, expressed or implied, shall give or be construed to give any person, firm or corporation, other than the parties hereto and their successors and assigns, any legal claim under any covenant, condition or provision hereof, all the covenants, conditions and provisions contained in this Agreement being for the sole benefit of the parties hereto and their successors and assigns.  No party may assign any of its rights or obligations under this Agreement without the written consent of all the other parties, which consent be may withheld in the sole discretion of the party whose consent is sought.

12. AMENDMENT AND WAIVER.

This Agreement may be modified only by a written amendment signed by all the parties hereto, and no waiver of any provision hereof shall be effective unless expressed in a writing signed by the party to be charged.

13. USE OF BNY MIDWEST TRUST COMPANY NAME.

No printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions BNY MIDWEST TRUST COMPANY by name or the rights, powers, or duties of the Escrow Agent under this Agreement shall be issued by any of the other parties hereto, or on such party’s behalf, without the prior written consent of BNY MIDWEST TRUST COMPANY.

14. HEADINGS.

The headings contained in this Agreement are for convenience of reference only and shall have no effect on the interpretation or operation thereof.

15. NOTICES.

All notices, instructions, reports and other written communications to be given or made under this Agreement shall be sufficiently given or made if, unless otherwise indicated, sent by first-class mail, postage prepaid:

a)	to the ESCROW AGENT at:
	BNY Midwest Trust Company
	2 N. LaSalle Street
	Suite 1020
	Chicago, Illinois 60602
	Attn:  Carolyn Potter
b)	to THE COMPANY at:
	Foster Wheeler LLC
	Perryville Corporate Park
	Clinton, New Jersey 08809-4000
	Attn: TREASURER’S OFFICE

EXHIBIT A

Page 6

c)	to the TRUSTEE at:
	BNY Midwest Trust Company
	2 N. LaSalle Street
	Suite 1020
	Chicago, Illinois 60602
	Attn:  Carolyn Potter

EXHIBIT A

Page 7

IN WITNESS WHEREOF, the parties have caused this Escrow Agreement to be executed by duly authorized officers as of the day and year first written above.

	FOSTER WHEELER LLC
	By:
Attest:
[Seal]
	BNY MIDWEST TRUST COMPANY,
	as Escrow Agent
	By:
	BNY MIDWEST TRUST COMPANY,
	By:

EX-4.14

Exhibit 4.14

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of                    , 2004, to the Indenture (defined below) made by and among Foster Wheeler LLC, a limited liability company organized under the laws of Delaware (the “Company”), the guarantors set forth on Exhibit A hereto and BNY Midwest Trust Company, an Illinois trust company (the “Trustee”), as successor to the obligations of Harris Trust and Savings Bank, an Illinois banking corporation.

W I T N E S S E T H

WHEREAS, the Company has issued 6 3/4% Senior Secured Notes due 2005 guaranteed by Foster Wheeler Ltd. (“Parent”) and the subsidiary guarantors set forth in the Indenture (together with Parent, the “Guarantors”) (the “2005 Notes”), pursuant to the Indenture dated November 15, 1995 by Foster Wheeler Corporation to Harris Trust and Savings Bank (the “Original Indenture”), as amended and supplemented by the Amended and Restated First Supplemental Indenture dated as of August 10, 2001 by the Company and the guarantors set forth therein to Harris Trust and Savings Bank (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated as of August 16, 2002 by the Company and the guarantors set forth therein (the “Second Supplemental Indenture”), and together with the Original Indenture and the First Supplemental Indenture, the “Indenture”);

WHEREAS, the Company desires to amend the Indenture for the purpose of changing and eliminating certain provisions;

WHEREAS, Section 902 of the Indenture provides that the Indenture may be amended, subject to certain exceptions, with the consent of the Holders of a majority in aggregate principal amount of the outstanding 2005 Notes;

WHEREAS, the Company has received consents to the following amendments from the holders of at least a majority in aggregate principal amount of the outstanding 2005 Notes; and

WHEREAS, all conditions precedent to amend the Indenture and to make this Third Supplemental Indenture a valid and binding instrument in accordance with its terms have been satisfied.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Guarantors and the Trustee agree as follows:

ARTICLE I
EFFECTIVENESS AND EFFECT

SECTION 1.01.  Effectiveness and Effect.

This Third Supplemental Indenture shall take effect on the date hereof.  The provisions set forth in this Third Supplemental Indenture shall be deemed to be, and shall be construed as part of, the Indenture.  All references to the Indenture in the Indenture or in any other agreement, document or instrument delivered in connection therewith or pursuant thereto shall be deemed to refer to the Indenture as amended by this Third Supplemental Indenture.

ARTICLE II
AMENDMENT OF CERTAIN PROVISIONS OF THE INDENTURE

SECTION 2.01.  Deletion of Certain Provisions.

(a)           The section headings and the text of Sections 1004 and 1005 of the Indenture are hereby deleted and eliminated in their entirety and replaced with “[Intentionally Deleted by Amendment]”.

(b)           All references in the Indenture, as amended by this Section 2.01, to any of the provisions deleted and eliminated as provided above, or to terms defined in such provisions, shall also be deemed deleted and eliminated.

ARTICLE III
MISCELLANEOUS

SECTION 3.01.  Indenture Effective.

Except as amended and supplemented hereby, the Indenture is hereby ratified and confirmed in all respects and shall remain in full force and effect.

SECTION 3.02.  Amendment; Discharge.

No provisions of this Third Supplemental Indenture may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the parties hereto.

SECTION 3.03.  Notices.

All notices provided hereunder shall be deemed made when delivered to the principal executive offices of the party to be notified.

SECTION 3.04.  Governing Law.

This Third Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

SECTION 3.05.  Counterparts.

This Third Supplemental Indenture may be executed in counterparts, each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instruments.

2

SECTION 3.06.  Trustee.

The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture.  The statements and recitals herein are deemed to be those of the Company not of the Trustee.

SECTION 3.07.  Trust Indenture Act to Control.

If and to the extent that any provision of this Third Supplemental Indenture limits, qualifies or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the TIA, such imposed duties shall control.  If any provision of this Third Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Third Supplemental Indenture as so modified or excluded, as the case may be.

SECTION 3.08.  Headings.

The titles and headings of the articles and sections of this Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 3.09.  Separability.

In case any one or more of the provisions contained in this Third Supplemental Indenture shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Third Supplemental Indenture, but this Third Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

SECTION 3.10.  Benefits of Supplemental Indenture.

Nothing in this Third Supplemental Indenture or Indenture, express or implied shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder, any benefit of any legal or equitable right, remedy or claim under the Indenture or this Third Supplemental Indenture.

SECTION 3.11.  Assignment.

The Company will have the right at all times to assign any of its respective rights or obligations under this Third Supplemental Indenture to a direct or indirect wholly owned Subsidiary of the Company; provided that, in the event of any such assignment, the Company will remain liable for all such obligations.  Subject to the foregoing, this Third Supplemental Indenture is binding upon and inures to the benefit of the parties thereto and their respective successors and assigns.  This Third Supplemental Indenture may not otherwise be assigned by the parties thereto.

SECTION 3.12.  Definitions.

Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Indenture.

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IN WITNESS WHEREOF, the Company and the Trustee have caused this Third Supplemental Indenture to be executed and delivered as of the date first written above.

FOSTER WHEELER LLC

By:

 Name:

 Title:

FOSTER WHEELER LTD.

By:

 Name:

 Title:

EQUIPMENT CONSULTANTS, INC.

By:

 Name:

 Title:

FOSTER WHEELER HOLDINGS LTD.

By:

 Name:

 Title:

FOSTER WHEELER ASIA LIMITED

By:

 Name:

 Title:

4

FOSTER WHEELER CAPITAL &
FINANCE CORPORATION

By:

 Name:

 Title:

FOSTER WHEELER CONSTRUCTORS,
INC.

By:

 Name:

 Title:

FOSTER WHEELER DEVELOPMENT
CORPORATION

By:

 Name:

 Title:

FOSTER WHEELER ENERGY
CORPORATION

By:

 Name:

 Title:

FOSTER WHEELER ENERGY
MANUFACTURING, INC.

By:

 Name:

 Title:

5

FOSTER WHEELER ENERGY
SERVICES, INC.

By:

 Name:

 Title:

FOSTER WHEELER ENVIRESPONSE,
INC.

By:

 Name:

 Title:

FOSTER WHEELER ENVIRONMENTAL
CORPORATION

By:

 Name:

 Title:

FOSTER WHEELER FACILITIES
MANAGEMENT, INC.

By:

 Name:

 Title:

FOSTER WHEELER INC.

By:

 Name:

 Title:

6

FOSTER WHEELER INTERNATIONAL
CORPORATION

By:

 Name:

 Title:

FOSTER WHEELER INTERNATIONAL
HOLDINGS, INC.

By:

 Name:

 Title:

FOSTER WHEELER POWER GROUP,
INC.

By:

 Name:

 Title:

FOSTER WHEELER POWER SYSTEMS,
INC.

By:

 Name:

 Title:

FOSTER WHEELER PYROPOWER, INC.

By:

 Name:

 Title:

7

FOSTER WHEELER REAL ESTATE
DEVELOPMENT CORP.

By:

 Name:

 Title:

FOSTER WHEELER REALTY
SERVICES, INC.

By:

 Name:

 Title:

FOSTER WHEELER USA
CORPORATION

By:

 Name:

 Title:

FOSTER WHEELER VIRGIN ISLANDS,
INC.

By:

 Name:

 Title:

FOSTER WHEELER ZACK, INC.

By:

 Name:

 Title:

8

FW MORTSHAL, INC.

By:

 Name:

 Title:

FW TECHNOLOGIES HOLDINGS, LLC

By:

 Name:

 Title:

HFM INTERNATIONAL, INC.

By:

 Name:

 Title:

PROCESS CONSULTANTS, INC.

By:

 Name:

 Title:

PYROPOWER OPERATING SERVICES
COMPANY, INC.

By:

 Name:

 Title:

9

PERRYVILLE III TRUST

By:

 Name:

 Title:

BNY MIDWEST TRUST COMPANY,

  As Trustee

By:

 Name:

 Title:

10

Exhibit A

Guarantors

Foster Wheeler Ltd.

Equipment Consultants, Inc.

Foster Wheeler Holdings Ltd.

Foster Wheeler Asia Limited

Foster Wheeler Capital & Finance Corporation

Foster Wheeler Constructors, Inc.

Foster Wheeler Development Corporation

Foster Wheeler Energy Corporation

Foster Wheeler Energy Manufacturing, Inc.

Foster Wheeler Energy Services, Inc.

Foster Wheeler Enviresponse, Inc.

Foster Wheeler Environmental Corporation

Foster Wheeler Facilities Management, Inc.

Foster Wheeler Inc.

Foster Wheeler International Corporation

Foster Wheeler International Holdings, Inc.

Foster Wheeler Power Group, Inc.

Foster Wheeler Power Systems, Inc.

Foster Wheeler Pyropower, Inc.

Foster Wheeler Real Estate Development Corp.

Foster Wheeler Realty Services, Inc.

Foster Wheeler USA Corporation

Foster Wheeler Virgin Islands, Inc.

Foster Wheeler Zack, Inc.

FW Mortshal, Inc.

FW Technologies Holdings, LLC

HFM International, Inc.

Process Consultants, Inc.

Pyropower Operating Services Company, Inc.

Perryville III Trust

11

EX-5.1

Exhibit 5.1

[LETTERHEAD OF CONYERS, DILL & PEARMAN]

Draft

[                                   ] 2003

Foster Wheeler Ltd. Perryville Corporate Park Clinton, New Jersey 08809-4000 U.S.A. DIRECT LINE: E-MAIL: OUR REF: YOUR REF: 441-299—4943 ajdickson@cdp.bm AJD/nad/376559/d.96550

Dear Sirs

Foster Wheeler Ltd. (the “Company”)

We have acted as special legal counsel in Bermuda to the Company in connection with a registration statement on form S-4, as amended (Registration No. 333-107054), filed with the U.S. Securities and Exchange Commission (the “Commission”) on ____________ 2003 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of an aggregate of [  ] common shares, par value US$1.00 per share of the Company (the “Shares”), an aggregate of US$200 million of Foster Wheeler LLC (“FWLLC”)’s 6¾% Senior Secured Notes due ___________________ (the “Notes”), and of certain guarantees of the Notes, including guarantees of the Notes given by the Company and Foster Wheeler Holdings Ltd. (“FW Holdings”) in a guarantee agreement (the “Notes Guaranty Agreement”) (such guarantees of the Company and FW Holdings, the “FW Bermuda Guarantees”).

For the purposes of giving this opinion, we have examined a copy of the Registration Statement and a [facsimile] copy of the Notes Guaranty Agreement (which together with the Registration Statement, are referred to herein as the “Documents”) among Foster Wheeler LLC, the Company, FW Holdings, the other subsidiary guarantors named therein and BNY Midwest Trust Company, as trustee.  We have also reviewed the memorandum of association and the bye-laws of the Company and of FW Holdings, each certified by the respective [Secretary] of such companies, on [             ], 2003, copies of unanimous written resolutions of the members of the Company dated [          ] 2003, unanimous written resolutions of the boards of directors of the Company and of FW Holdings, each dated [                 ] 2003, [unanimous written resolutions/minutes of a meeting] of the pricing committee of the board of directors of the Company [held on/dated] [                    ], 2003 (collectively, all such resolutions the “Resolutions”), a copy of a letter to the Company from the Bermuda Monetary Authority dated 18 September, 2003 granting  permission for the issue and transferability of the Company’s shares, subject to the conditions set out therein and such other documents and made such enquires as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the

originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the capacity, power and authority of each of the parties to the Notes Guaranty Agreement, other than the Company and FW Holdings, to enter into and perform its respective obligations under the Notes Guaranty Agreement, (d) the due execution of the Notes Guaranty Agreement by each of the parties thereto, other than the Company and FW Holdings, and the delivery thereof by each of the parties thereto, (e)  that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (f) the accuracy and completeness of all factual representations made in the Documents and other documents reviewed by us, (g) that the Resolutions remain in full force and effect and have not been rescinded or amended, (h) the validity and binding effect under the laws of the State of New York (the “Foreign Laws”) of the Notes Guaranty Agreement in accordance with its terms, (i) that none of the parties to the Notes Guaranty Agreement has carried on or will carry on activities, other than the performance of its obligations under the Notes Guaranty Agreement, which would constitute the carrying on of investment business in or from within Bermuda and that none of the parties to the Notes Guaranty Agreement, other than the Company and FW Holdings, will perform its obligations under the Notes Guaranty Agreement in or from within Bermuda, (j) that on the date of entering into the Notes Guaranty Agreement the Company and FW Holdings were, and after entering into the Notes Guaranty Agreement are, able to pay their liabilities as they become due, (k) the boards of directors of the Company and of FW Holdings acted in the best interests of the Company and of FW Holdings, respectively in authorising the entry into and execution on behalf of the Company and of FW Holdings, respectively, of the Notes Guaranty Agreement, (l)  that, upon issue of any Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (m) that at the time the Shares are issued, a class of shares of the Company are (X) listed on an “appointed stock exchange” as defined in the Companies Act 1981 of Bermuda, or (Y) quoted in the “Pink Sheets” (an electronic inter-dealer quotation medium for the buying and selling of securities by market makers and brokers), or (Z) quoted on the OTC Bulletin Board, being the requirements listed in a letter to the Company from the Bermuda Monetary Authority dated 18 September 2003.

The obligations of the Company and of FW Holdings, respectively, under the Documents to which they are party (a) will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidations, possessory liens, rights of set off, reorganisation, amalgamation, moratorium or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors, (b) will be subject to statutory limitation of the time within which proceedings may be brought, (c) will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available, (d) may not be given effect to by a Bermuda court, whether or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty and not in the nature of liquidated damages.  Notwithstanding any contractual submission to the jurisdiction of

2

specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.  This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.

On the basis of and subject to the foregoing, we are of the opinion that:

1.Each of the Company and FW Holdings is duly incorporated and existing under the laws of Bermuda in good standing, meaning solely that such company has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda.

2.    When issued and paid for as contemplated by the Registration Statement, the Shares will be validly issued, fully paid and non-assessable which, for purposes of this opinion, means solely that no further sums are required to be paid by the holders thereof in connection with the issue of the Shares.

3.Each of the Company and FW Holdings, respectively, has taken all corporate action required to authorise its execution, delivery and performance of the Notes Guaranty Agreement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Legal Matters” and “Enforcement of Civil Liabilities” in the prospectus forming a part of the Registration Statement.  In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully

CONYERS DILL & PEARMAN

3

EX-5.2

Exhibit 5.2

FORM OF KING & SPALDING OPINION

[LETTERHEAD OF KING & SPALDING LLP]

, 2004

Foster Wheeler Ltd.,

Foster Wheeler LLC,

and Subsidiary Guarantors

c/o Foster Wheeler Inc.

Perryville Corporate Park

Clinton, N.J.  08809-4000

Re:Legality of the 6 ¾% Senior Secured Notes Due        of Foster Wheeler LLC (the “New Notes”) and the guarantees (the “Guarantees”) thereof.

Ladies and Gentlemen:

We have acted as special United States counsel for Foster Wheeler Ltd. (“Parent”), a Bermuda company, Foster Wheeler LLC (the “Company”), a Delaware limited liability company, and the subsidiary guarantors listed on Exhibit A hereto (the “Subsidiary Guarantors” and collectively with Parent, the “Guarantors”), in connection with the preparation of the registration statement (the “Registration Statement”) on Form S-4 filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to (a) the proposed exchange of up to __________ Common Shares of Parent for any and all (1) 9.00% Preferred Securities, Series I of FW Preferred Capital Trust I, (2) 6.50% Convertible Subordinated Notes due 2007 issued by Parent and guaranteed by LLC, and (3) 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), and (b) the proposed exchange of up to $200,000,000 in aggregate principal amount of New Notes to be issued by the Company and guaranteed by the Guarantors for any and all 6 ¾% Senior Secured Notes Due 2005 (the “2005 Notes”) issued by the Company and guaranteed by the Guarantors.

In so acting, we have reviewed the Indenture dated as of November 15, 1995 by Foster Wheeler Corporation to Harris Trust and Savings Bank, as amended by the Amended and Restated First Supplemental Indenture dated as of May 25, 2001 among Foster Wheeler LLC, BNY Midwest Trust Company and the guarantors named therein, as further amended by the Second Supplemental Indenture dated as of August 16, 2002 among Foster Wheeler LLC, BNY Midwest Trust Company and the guarantors named therein (the “Original Indenture”) and the Supplemental Indenture to be entered into by Foster Wheeler LLC, BNY Midwest Trust Company and the Guarantors relating to the New Notes (the “Supplemental Indenture” and the Original Indenture as amended by the Supplemental Indenture, the “Indenture”), the Guaranty Agreement to be entered into by the Guarantors (the “Guarantee Agreement”).  We have also

Foster Wheeler Ltd.

Foster Wheeler LLC

and Subsidiary Guarantors

c/o Foster Wheeler Inc.

December 19, 2003

reviewed such matters of law and examined original, certified, conformed or photographic copies of such other documents, records, agreements and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed.  In such review, we have assumed the genuineness of signatures on all documents submitted to us as originals and the conformity to original documents of all copies submitted to us as certified, conformed or photographic copies.

For purposes of the opinions below, we have assumed that the execution and delivery of, and the performance of all obligations under, each of the Original Indenture (in the case of the Trustee only), the Supplemental Indenture and the Guaranty Agreement has been duly authorized by all requisite action by the Trustee and the Guarantors organized in states other than New York and Delaware, and that each of the Indenture (in the case of the Trustee only), the Supplemental Indenture and the Guaranty Agreement has been duly executed and delivered by the Trustee and each of the Guarantors organized in states other than New York and Delaware, and is a valid and binding agreement of, the Trustee, enforceable against the Trustee in accordance with its terms.

This opinion is limited in all respects to the laws of the State of New York and the Delaware General Corporation Law, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein.  This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:

1.             Each of the Indenture and the Guaranty Agreement has been duly authorized by the Company and the Guarantors and, when executed and delivered by the Company and the Guarantors will constitute a valid and binding obligation of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity.

2.             The New Notes have been duly authorized by the Company and, when executed and delivered by the Company and duly authenticated in accordance with the terms of the Indenture and delivered in exchange for the 2005 Notes, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity.

3.             The Guarantees have been duly authorized by the Guarantors and, when the New Notes are executed and delivered by the Company and duly authenticated in accordance with the terms of the Indenture and delivered in exchange for the 2005 Notes, will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with

2

Foster Wheeler Ltd.

Foster Wheeler LLC

and Subsidiary Guarantors

c/o Foster Wheeler Inc.

December 19, 2003

their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity.

This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur, which could affect the opinions contained herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus that is included in the Registration Statement.

                                                                                                Very truly yours,

3

Foster Wheeler Ltd.

Foster Wheeler LLC

and Subsidiary Guarantors

c/o Foster Wheeler Inc.

December 19, 2003

Schedule A

SUBSIDIARY GUARANTOR	JURISDICTION OF INCORPORATION
Equipment Consultants, Inc.	Delaware
Foster Wheeler Holdings Ltd.	Bermuda
Foster Wheeler Asia Limited	Delaware
Foster Wheeler Capital & Finance Corporation	Delaware
Foster Wheeler Constructors, Inc.	Delaware
Foster Wheeler Development Corporation	Delaware
Foster Wheeler Energy Corporation	Delaware
Foster Wheeler Energy Manufacturing, Inc.	Delaware
Foster Wheeler Energy Services, Inc.	California
Foster Wheeler Enviresponse, Inc.	Delaware
Foster Wheeler Environmental Corporation	Texas
Foster Wheeler Facilities Management, Inc.	Delaware
Foster Wheeler Inc.	Delaware
Foster Wheeler International Corporation	Delaware
Foster Wheeler International Holdings, Inc.	Delaware
Foster Wheeler Power Group, Inc.	Delaware
Foster Wheeler Power Systems, Inc.	Delaware
Foster Wheeler Pyropower, Inc.	New York
Foster Wheeler Real Estate Development Corp.	Delaware
Foster Wheeler Realty Services, Inc.	Delaware
Foster Wheeler USA Corporation	Delaware
Foster Wheeler Virgin Islands, Inc.	Delaware
Foster Wheeler Zack, Inc.	Delaware
FW Mortshal, Inc.	Delaware
FW Technologies Holdings, LLC	Delaware
HFM International, Inc.	Delaware
Process Consultants, Inc.	Delaware
Pyropower Operating Services Company, Inc.	California
Perryville III Trust	New York

4

EX-8.1

Exhibit 8.1

December 18, 2003

Foster Wheeler Ltd.

Perryville Corporate Park

Clinton, New Jersey 08809-4000

Ladies and Gentlemen:

We have acted as counsel to Foster Wheeler Ltd., a Bermuda corporation (the “Company”), in connection with the Amendment No. 2 to the Form S-4 Registration Statement (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to (i) the registration of common shares of Foster Wheeler Ltd. that may be exchanged for any and all (a) 9.00% Preferred Securities, Series I issued by FW Capital Trust I and guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC (the “trust securities”), (b) 6.50% Convertible Subordinated Notes due 2007 issued by Foster Wheeler Ltd. and guaranteed by Foster Wheeler LLC (the “convertible notes”) and (c) Series 1999 C Bonds and Series 1999 D Bonds supported by the Exit Funding Arrangement dated as of October 15, 1999 between Foster Wheeler Corporation (as succeeded by Foster Wheeler LLC) and Suntrust Bank, Central Florida, National Association (the “Robbins bonds”) and (ii) the registration of 6 ¾% Senior Secured Notes due __ of Foster Wheeler LLC (the “new notes”) that may be exchanged for any and all 6 ¾% Senior Secured Notes due 2005 of Foster Wheeler LLC (the “2005 notes”), in each case guaranteed by subsidiary guarantors.

                In delivering this opinion letter, we have examined the Registration Statement and each indenture (and each supplemental indenture or form thereof) and, to the extent deemed necessary, other agreements relating to (i) the debentures underlying the trust securities, (ii) the convertible notes, (iii) the Robbins bonds and (iv) the 2005 notes and the new notes, which have been filed with the Commission as exhibits to the Registration Statement.  We have also examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other and further investigations as we have deemed relevant and necessary in connection with the opinion expressed herein.

                In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as

duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.

                Our opinion set forth below is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, administrative pronouncements, and judicial precedents, all as of the date hereof.  The foregoing authorities may be repealed, revoked or modified, and any such change may be retroactively effective.

                Based on the foregoing, and subject to the qualifications and limitations and factual determinations set forth in such statements or stated herein, except as to matters where it is explicitly stated in the Registration Statement that no opinion will be given, the statements set forth in the Registration Statement under the captions “U.S. Federal Income Tax Considerations,” insofar as they discuss matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute our opinion as to the material United States federal income tax considerations of the exchange offer generally applicable to (1) holders of trust securities, convertible notes or Robbins bonds (the “securities”) who hold the securities as capital assets, (2) holders of common shares who hold such common shares as capital assets and who acquire such common shares pursuant to the exchange offer, (3) holders of the 2005 notes who hold the notes as capital assets and (4) holders of new notes who hold such notes as capital assets and who acquire such notes pursuant to the exchange offer.

                We express no opinion with respect to the transactions referred to herein or in the Registration Statement other than as expressly set forth herein, nor do we express any opinion herein with respect to factual matters or concerning any law other than the federal tax law of the United States.  Moreover, we note that our opinion is not binding on the Internal Revenue Service or courts, any of which could take a contrary position.

                We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Registration Statement and to the use of our name under the captions “U.S. Federal Income Tax Considerations” in the Registration Statement.

Very truly yours,

/s/ King & Spalding LLP

KING & SPALDING LLP

EX-12.1

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(in thousands)

	Fiscal Year										Year Ended December 27, 2002 on a pro forma basis for the	Nine Months Ended September 26,		Nine Months Eended September 26, 2003 on a pro forma basis for this
	1998		1999		2000		2001		2002		exchange offer	2003		exchange offer (4)
Earnings:
Net (loss) income prior to cumulative effect  of change in accounting principle	(34.0	)	(146.1	)	37.0		(336.4	)	(374.7	)		(76.1	)
Taxes on net loss	77.9		(48.2	)	15.2		123.4		14.7			19.7
Total fixed charges	89.0		94.0		96.0		97.6		95.1			76.5
Capitalized interest	(9.7	)	(4.6	)	(.2	)	(.7	)	(1.4	)		0.3
Capitalized interest amortized	2.3		2.2		2.4		2.2		2.3			1.7
Equity loss/(earnings of non-consolidated associated companies accounted for by the equity method, net of dividends)	(7.9	)	(11.0	)	(8.9	)	(4.6	)	(4.3	)		(2.9	)
	117.6		(113.7	)	141.5		(118.5	)	(268.3	)		18.7
Fixed charges:
Interest expense (including dividend on trust preferred security)	62.5		70.2		83.3		84.5		83.0			70.6
Capitalized interest	9.7		4.6		.1		.7		1.4			0.3
Imputed interest on non-capitalized lease payment	16.8		19.2		12.6		12.4		10.7			5.6
	89.0		94.0		96.0		97.6		95.1			76.5
Ration of earnings to combined fixed charges and preferred share dividends(1)(2)(3)	1.32		—		1.47		—		—			—

(1)Includes in years 1999, 2000, 2001, and 2002 dividends on preferred securities of a subsidiary trust of $15.2, $15.8, $15.8 and $16.6, respectively and includes in the nine-month period ended September  26, 2003 $14.4 million.  The pro forma results include a $__ million reduction in dividends on the trust securities.

(2)Includes increase in the tax valuation allowance of $197.0 in the year 2001, $175.6 in the year 2002 and $37 million for the nine months ended September 26, 2003.

(3)Earnings are inadequate to cover fixed charges.  The yearly coverage deficiencies are $207.7 in 1999, $216.1 in 2001 and $363.4 in 2002.  The coverage deficiency was $_____ million for the year ended December 27, 2002 on a pro forma basis for the exchange offer.  The nine-month coverage deficiency is $57.9 in the nine months ended September 26, 2003.  The coverage deficiency is $_____ million for the nine months ended September 26, 2003 on a pro forma basis for the exchange offer.

(4)Assumes that:

·holders of at least __% of the aggregate liquidation amount of trust securities having validly tendered, and not validly withdrawn, those trust securities; and

·holders of at least __% of the aggregate principal amount of convertible notes having validly tendered, and not validly withdrawn, those convertible notes; and

·holders of at least __% of the aggregate principal amount of Robbins bonds having validly tendered, and not validly withdrawn, those Robbins bonds; and

·holders of at least ___% of the aggregate principal amount of 2005 notes having validly tendered, and not validly withdrawn, those 2005 notes.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Foster Wheeler Ltd. of our report dated March 25, 2003, except for Notes 24b & c as to which the date is June 18, 2003 and for Note 24a as to which the date is December 16, 2003, relating to the consolidated financial statements, which appears in Foster Wheeler Ltd.’s 2002 Annual Report on Form 10-K/A#2 for the year ended December 27, 2002.  We also consent to the incorporation by reference of our report dated December 16, 2003, relating to the revised financial statement schedules, which appears in such Annual Report on Form 10-K/A#2.  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

We also hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Foster Wheeler Ltd. of our reports dated March 25, 2003 relating to the financial statements of:

·Foster Wheeler LLC

·Foster Wheeler International Holdings, Inc.

·Foster Wheeler International Corporation

·Foster Wheeler Europe Ltd.

·Financial Services S.a.r.l.

·FW Technology Holdings LLC

·FW Hungary Licensing LLC

and of our report dated March 25, 2003, except for the fourth paragraph of Note 1 as to which the date is July 31, 2003 of Foster Wheeler Funding LLC, which appear in Foster Wheeler Ltd.’s 2002 Annual Report on Form 10-K/A#2 for the year ended December 27, 2002.

We also hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Foster Wheeler Ltd. of our report dated March 25, 2003, except for the reorganization described in Note 4, as to which the date is December 16, 2003, relating to the financial statements of Foster Wheeler Netherlands CV, which appears in Foster Wheeler Ltd.’s Current Report on Form 8-K dated December 18, 2003.

PricewaterhouseCoopers LLP

Florham Park, New Jersey

December 16, 2003

EX-99.1

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Exhibit 99.1

TRUST SECURITIES LETTER OF TRANSMITTAL AND CONSENT

FOSTER WHEELER LTD.
Offer to Exchange Common Shares
for
Any and All Outstanding 9.00% Preferred Securities, Series I
Issued by FW Preferred Capital Trust I (Liquidation Amount $25 per Trust Security)
and Guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC

and Solicitation of Consents to Proposed Amendments to

the Junior Subordinated Indenture Relating to the 9.00% Junior Subordinated Deferrable
Interest Debentures, Series I of Foster Wheeler LLC and the Guarantee Agreement
Relating to the 9.00% Preferred Securities, Series I of FW Preferred Capital Trust I

Pursuant to the Prospectus Dated            , 2004

THE EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004, WHICH WE REFER TO AS THE EXPIRATION DATE, UNLESS EXTENDED BY US. YOU MAY REVOKE YOUR TENDER AND YOUR CONSENT AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

The Exchange Agent (the "Exchange Agent") for the Offer is:

The Bank of New York, London branch

By Mail:	Facsimile Transmission:	By Hand or Overnight Courier:
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: Kin Lau	The Bank of New York, London branch c/o The Bank of New York Attention: Kin Lau 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: Kin Lau (212) 815-3750
The Information Agent (the "Information Agent") for the Offer is:
Georgeson Shareholder Communications Inc. 17 State Street, 10th Floor New York, New York 10014 Banks and Brokers call: (212) 440-9800 All other Shareholders call toll free: (800) 891-3214

Delivery of this Letter of Transmittal and Consent to an address other than as set forth above, will not constitute a valid delivery unless an agent's message is delivered in accordance with instruction 1 to this Letter of Transmittal and Consent.

        Holders who tender Trust Securities will be deemed to consent to the amendments to the terms of the indenture governing the 9.00% Junior Subordinated Deferrable Interest Debentures (the "Junior Subordinated Debentures") issued by Foster Wheeler LLC to FW Preferred Capital Trust I and the terms of the related guarantee agreement issued by Foster Wheeler LLC and Foster Wheeler Ltd. to FW Preferred Capital Trust I (as described under "The Proposed Amendments" in the accompanying Prospectus). The completion, execution and delivery of this Letter of Transmittal and Consent will constitute a consent to such amendments and to the execution and delivery of a supplemental indenture by Foster Wheeler LLC and the trustee thereunder as well as to the execution and delivery of an amended guarantee agreement among Foster Wheeler LLC, Foster Wheeler Ltd. and the trustee. Holders may not deliver a consent without tendering Trust Securities. The Exchange Offer is made upon the terms and subject to the conditions set forth in the Prospectus and herein. Holders of Trust Securities should carefully review the information set forth herein and therein.

        The undersigned hereby acknowledges receipt of the Prospectus dated            , 2004 (the "Prospectus") of Foster Wheeler Ltd., (the "Company"), a Bermuda company, and this Letter of Transmittal and Consent, which together constitute (i) the Company's offer (the "Exchange Offer") to exchange its Common Shares (the "Common Shares") for any and all outstanding 9.00% Preferred Securities, Series I (the "Trust Securities") issued by FW Preferred Capital Trust I (Liquidation Amount $25 per Trust Security) and guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC and (ii) Foster Wheeler LLC's solicitation (the "Consent Solicitation") of consents (the "Consent") upon the terms and subject to the conditions set forth in the Prospectus, from holders of the Trust Securities to the adoption of certain proposed amendments described in the accompanying Prospectus under "The Proposed Amendments" (the "Proposed Amendments") to the terms of the indenture governing the Junior Subordinated Debentures issued by Foster Wheeler LLC to FW Preferred Capital Trust I and to the terms of the related guarantee agreement issued by Foster Wheeler LLC and Foster Wheeler Ltd. to FW Preferred Capital Trust I. The completion, execution and delivery of this Letter of Transmittal and Consent by a Holder in connection with the tender of Trust Securities will be deemed to constitute the Consent of such tendering holder to the Proposed Amendments with respect to the Trust Securities so tendered. Holders may not deliver Consent without tendering their Trust Securities in the exchange offer and Holders may not tender without delivering Consent.

        For each Trust Security, including accrued and unpaid dividends, accepted for exchange, the holder of that Trust Security will receive    Common Shares of Foster Wheeler Ltd. No additional consideration will be paid for accrued and unpaid dividends on the Trust Securities.

        This Letter of Transmittal and Consent is to be completed by a holder of Trust Securities either if certificates are to be forwarded with the Letter of Transmittal and Consent or if a tender of certificates for Trust Securities, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at the Depository Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus under "The Exchange Offer and Consent Solicitation—Book Entry Delivery Procedures." Holders of Trust Securities whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Trust Securities into the Exchange Agent's account at DTC (a "Book-Entry Confirmation") and all other documents required by this Letter of Transmittal and Consent to the Exchange Agent on or before                        , 2004 (the "Expiration Date"), must tender their Trust Securities according to the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer and Consent Solicitation—Procedures for Tendering Your Securities, and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery." See Instruction 1. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

        The undersigned hereby delivers Consent to the Proposed Amendments and tenders the Trust Securities described in Box 1 below pursuant to the terms and conditions described in the Prospectus

and this Letter of Transmittal and Consent. The undersigned is the registered owner of all the tendered Trust Securities and the undersigned represents that it has received from each beneficial owner of the tendered Trust Securities (collectively, the "Beneficial Owners") a duly completed and executed form of "Instructions with respect to the Offer to Exchange," a form of which is attached to the "Letter to Clients" accompanying this Letter of Transmittal and Consent, instructing the undersigned to take the action described in this Letter of Transmittal and Consent.

        Subject to, and effective upon, the acceptance for exchange of the tendered Trust Securities, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company, all right, title and interest in, to, and under the Trust Securities that are being tendered hereby, waives any and all other rights with respect to such Trust Securities and releases and discharges FW Preferred Capital Trust I from any and all claims the undersigned may have now, or may have in the future, arising out of, or related to, such Trust Securities, including without limitation, any claims that the undersigned is entitled to receive additional principal or interest payments with respect to such Trust Securities or to participate in any redemption of such Trust Securities.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Trust Securities, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver the tendered Trust Securities to the Company or cause ownership of the tendered Trust Securities to be transferred to, or upon the order of, the Company, on the books of the registrar for the Trust Securities and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned's agent, of the Common Shares to which the undersigned is entitled upon acceptance by the Company of the tendered Trust Securities pursuant to the Exchange Offer, (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the tendered Trust Securities and (iii) deliver to Foster Wheeler LLC, Foster Wheeler Ltd. and BNY Midwest Trust Company, as trustee under the indenture governing the Junior Subordinated Debentures, this Letter of Transmittal and Consent as evidence of the undersigned's Consent to the Proposed Amendments, all in accordance with the terms and conditions of the Exchange Offer and Consent Solicitation, as described in the Prospectus.

        The undersigned agrees and acknowledges that, by the execution and delivery hereof, the undersigned makes and provides the written Consent, with respect to the Trust Securities tendered hereby, to the Proposed Amendments. The undersigned understands that the Consent delivered hereby shall remain in full force and effect unless the tender of the Trust Securities is validly revoked prior to the Expiration Date in accordance with the procedures set forth in the Prospectus and this Letter of Transmittal and Consent, which procedures are hereby agreed to be applicable.

        Unless otherwise indicated under "Special Issuance Instructions" below (Box 2), please issue the Common Shares exchanged for tendered Trust Securities in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions" below (Box 3), please send or cause to be sent the certificates for the Common Shares (and accompanying documents, as appropriate) to the undersigned at the address shown below in Box 1 or provide the name of the account at DTC to which the Common Shares should be issued.

        The undersigned understands that tenders of Trust Securities and delivery of Consent pursuant to the procedures described under the caption "The Exchange Offer and the Consent Solicitation" in the Prospectus and in the instructions to this Letter of Transmittal and Consent will constitute a binding agreement between the undersigned and the Company upon the terms of the Exchange Offer set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Terms of the Exchange Offer," and subject to the conditions of the Exchange Offer set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Conditions to the Exchange Offer," subject only to withdrawal of tenders on the terms set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Withdrawal of Tenders and Revocation of Consents." All authority conferred in this Letter of Transmittal and Consent or agreed to be conferred will survive the death, bankruptcy or incapacity of the undersigned and any Beneficial Owner(s), and every obligation

of the undersigned of any Beneficial Owners under this Letter of Transmittal and Consent will be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned and such Beneficial Owner(s).

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Trust Securities being surrendered and to deliver the Consent contained herein, and that, when the Trust Securities are accepted for exchange as contemplated in this Letter of Transmittal and Consent, the Company will acquire good and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements, other obligations relating to their sale or transfer and adverse claims. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Company or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THE BOXES

o

CHECK HERE IF TENDERED TRUST SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE BOX 4 BELOW.

o

CHECK HERE IF TENDERED TRUST SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE BOX 5 BELOW.

Name

Address

Box 1
DESCRIPTION OF TRUST SECURITIES TENDERED

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Trust Securities Certificate(s))	Trust securities tendered (Attach additional signed list if necessary)
	Trust Securities Certificate Number(s)*	Aggregate Liquidation Amount Represented by Certificate(s)*	Aggregate Liquidation Amount Tendered**
	Total

*	Need not be completed if Trust Securities are being tendered by book-entry transfer.
**	Unless otherwise indicated, it will be assumed that all Trust Securities represented by certificates delivered to the Exchange Agent are being tendered. See Instruction 3.

Box 2
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4, 5, and 6)

        To be completed ONLY if the certificates for Trust Securities not exchanged and/or the Common Shares are to be issued in the name of someone other than the undersigned or if Trust Securities delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

        Issue: Common Shares and/or Trust Securities to:

Name(s):	(Please Print or Type)
Address:	(Include Zip Code)
(Taxpayer Identification or Social Security Number)

        o Credit unexchanged Trust Securities delivered by book-entry transfer to the DTC account set forth below:

(DTC Account Number)

Box 3
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6)

        To be completed ONLY if certificates for the Trust Securities not tendered or not accepted and/or the Common Shares are to be sent to someone other than the undersigned at an address other than that shown below the undersigned's signature(s).

        Mail: o Common Shares and any untendered Trust Securities to:

Name(s):	(Please Print or Type)
Address:	(Include Zip Code)
(Taxpayer Identification or Social Security Number)

Box 4
USE OF GUARANTEED DELIVERY
(See Instruction 1)

        To be completed ONLY if Trust Securities are being tendered by means of a notice of guaranteed delivery.

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed

Delivery:

Name of Institution which Guaranteed

Delivery:

Box 5
USE OF BOOK-ENTRY TRANSFER
(See Instruction 1)

        To be completed ONLY if delivery of Trust Securities is to be made by book-entry transfer.

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Box 6
TENDERING HOLDER SIGNATURE
(See Instructions 1 and 4)

x
x
	(Signature of Registered Holder(s) or Authorized Signatory)

        Note: The above lines must be signed by the registered holder(s) of Trust Securities as their name(s) appear(s) on the Trust Securities or by person(s) authorized to become registered holder(s) (evidence of which authorization must be transmitted with this Letter of Transmittal and Consent). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, that person must set forth his or her full title below. See Instruction 4.

Name(s):

Capacity:

Street Address:

(Include Zip Code)

(Area Code and Telephone Number)

(Tax Identification or Social Security Number)

Signature Guarantee
(If Required by Instruction 4)

Authorized Signature

Name:
(Please Print or Type)

Title:

Name of Firm:
(Must be an Eligible Institution as defined in Instruction 1)

Address:
(Include Zip Code)

Area Code and Telephone Number:

Dated:

INSTRUCTIONS TO LETTER OF TRANSMITTAL AND CONSENT
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

        1.    Delivery of this Letter of Transmittal and Consent and Certificates; Guaranteed Delivery.    This Letter of Transmittal and Consent is to be used if (a) certificates for Trust Securities are to be physically delivered to the Exchange Agent herewith or (b) tenders are to be made according to the guaranteed delivery procedures. For holders whose Trust Securities are being delivered pursuant to the procedures for book-entry transfer, all as set forth in the Prospectus, delivery of an Agent's Message by DTC will satisfy the terms of the Exchange Offer in lieu of execution and delivery of a Letter of Transmittal and Consent by the participant(s) identified in the Agent's Message.

        To validly tender Trust Securities and deliver Consent, either (a) the Exchange Agent must receive a properly completed and duly executed copy of this Letter of Transmittal and Consent (or a facsimile thereof) with any required signature guarantees, together with either a properly completed and duly executed Notice of Guaranteed Delivery or certificates for the Trust Securities, or an Agent's Message, as the case may be, and any other documents required by this Letter of Transmittal and Consent or (b) a holder of Trust Securities must comply with the guaranteed delivery procedures set forth below.

        Holders of Trust Securities who desire to tender Trust Securities pursuant to the Exchange Offer and whose certificates representing the Trust Securities are not lost but are not immediately available, or time will not permit all required documents to reach the Exchange Agent before 5:00 p.m., New York City time, on the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may still exchange their Trust Securities by complying with the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities, and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery." Pursuant to those procedures, (a) you tender your Trust Securities by or through a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program; (b) on or prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer, the exchange agent has received from such participant a properly completed and validly executed notice of guaranteed delivery, by manually signed facsimile transmission, mail or hand delivery, in substantially the form provided with this prospectus; and (c) the exchange agent receives a properly completed and validly executed Letter of Transmittal and Consent (or facsimile thereof) together with any required signature guarantees, or a book-entry confirmation, and any other required documents, within three NYSE trading days of the notice of guaranteed delivery.

        The method of delivery of this Letter of Transmittal and Consent, the certificates for Trust Securities and other required documents is at the election and risk of the tendering holder. Except as otherwise provided in this Letter of Transmittal and Consent and in the Prospectus, delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, we recommend that the holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent before 5:00 p.m., New York City time, on the Expiration Date.

        2.    Beneficial Owner Instructions to Registered Holders.    Only a holder of Trust Securities or the holder's legal representative or attorney-in-fact, or a person who has obtained a properly completed irrevocable proxy acceptable to the Company that authorizes such person, or that person's legal representative or attorney-in-fact, to tender Trust Securities on behalf of the holder may validly tender the Trust Securities and thereby validly deliver a consent to the proposed amendments with respect to those Trust Securities. Any Beneficial Owner of tendered Trust Securities who is not the registered holder must arrange promptly with the registered holder to execute and deliver this Letter of Transmittal and Consent, or an Agent's Message by DTC, on his or her behalf through the execution and delivery to the registered holder of the Instructions of Registered Holder and/or DTC Participant from Beneficial Owner from accompanying this Letter of Transmittal and Consent.

        3.    Partial Tenders.    A holder may tender all or a portion of Trust Securities, but only in minimum increments of $25 in liquidation amount. If a holder tenders less than all Trust Securities, such holder should fill in the number of Trust Securities so tendered in the column labeled "Aggregate Liquidation Amount Tendered" of Box 1 above. The entire liquidation amount of Trust Securities delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

        4.    Signatures on the Letter of Transmittal and Consent; Signature Guarantees.    If this Letter of Transmittal and Consent is signed by the registered holder(s) of the tendered Trust Securities, the signature must correspond with the name(s) as written on the face of the tendered Trust Securities without alteration, enlargement or any change whatsoever. If this Letter of Transmittal and Consent is signed by a participant in DTC whose name is shown on a security position listing as the owner of the Trust Securities tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of the Trust Securities.

        If any of the tendered Trust Securities are registered in the name of two or more holders, all holders must sign this Letter of Transmittal and Consent. If any Trust Securities tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of the Letter of Transmittal and Consent as there are different registrations of certificates.

        If this Letter of Transmittal and Consent or any Trust Security or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the company of such person's authority to so act must be submitted.

        When this Letter of Transmittal and Consent is signed by the registered holders of the Trust Securities tendered hereby, no endorsements of the Trust Securities or separate instruments of transfer are required unless Common Shares, or Trust Securities not tendered or exchanged, are to be issued to a person other than the registered holders, in which case signatures on the Trust Securities or instruments of transfer must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution.

        Signatures on the Letter of Transmittal and Consent must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program, each a Medallion Signature Guarantor, unless the Trust Securities tendered thereby are tendered: (1) by a holder whose name appears on a security position listing as the owner of those Trust Securities, who has not completed any of the boxes entitled "Special Instructions" or "Special Delivery Instructions" on the applicable Letter of Transmittal and Consent; or (2) for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States referred to as an "Eligible Guarantor Institution."

        If the holder of the Trust Securities being tendered is a person other than the signer of the related Letter of Transmittal and Consent, or if Trust Securities not accepted for exchange or Trust Securities previously tendered and being withdrawn are to be returned to a person other than the registered holder or a DTC participant, then the signatures on the Letter of Transmittal and Consent accompanying the tendered Trust Securities must be guaranteed by a Medallion Signature Guarantor as described above.

        The Letter of Transmittal and Consent and Trust Securities should be sent only to the Exchange Agent, and not to the Company or DTC.

        5.    Special Issuance and Delivery Instructions.    Tendering holders should indicate, in the appropriate box (Box 2 or 3), the name and address to which the Common Shares and/or substitute certificates evidencing Trust Securities for principal amounts not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing this Letter of Transmittal and Consent. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. Holders of Trust Securities tendering Trust Securities by book-entry transfer may request that Trust Securities not exchanged be credited to such account maintained at DTC as the holder may designate on this Letter of Transmittal and Consent. If no instructions are given, the Trust Securities not exchanged will be returned to the name or address of the person signing this Letter of Transmittal and Consent.

        6.    Transfer Taxes.    The Company will pay all transfer taxes, if any, applicable to the exchange of Trust Securities pursuant to the Exchange Offer. If, however, Trust Securities for liquidation amounts not accepted for tender are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Trust Securities, or if tendered new Common Shares are to be registered in the name of any person other than the person signing the Letter of Transmittal and Consent or, in the case of tender through DTC transmitting instructions through ATOP, or if a transfer tax is imposed for any reason other than the exchange of Trust Securities pursuant to the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other person) will be payable by the tendering holder.

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the tendered Trust Securities listed in this Letter of Transmittal and Consent.

        7.    Validity of Tenders.    Foster Wheeler Ltd. expressly reserves the right to terminate the Exchange Offer and the Consent Solicitation and not to accept for exchange any Trust Securities if any of the conditions set forth under "The Exchange Offer and the Consent Solicitation—Conditions to the Exchange Offer" have not been satisfied or waived by Foster Wheeler Ltd. at its option for any reason on or before 5:00 p.m., New York City time, on the Expiration Date. In all cases, exchange of the Trust Securities accepted for exchange and payment of the common shares will be made only after timely receipt by the exchange agent of certificates representing the original Trust Securities and consent to the proposed amendments, or by confirmation of book-entry transfer, together with a properly completed and duly executed Letter of Transmittal and Consent, a manually signed facsimile of the Letter of Transmittal and Consent, or satisfaction of DTC's ATOP procedures, and any other documents required by the Letter of Transmittal and Consent.

        8.    Irregularities.    Foster Wheeler Ltd. will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of trust securities, which determination shall be final and binding. Foster Wheeler Ltd. reserves the absolute right to reject any and all tenders of any particular trust securities not properly tendered or to not accept any particular trust securities which acceptance might, in the judgment of Foster Wheeler Ltd. or its counsel, be unlawful. Foster Wheeler Ltd. also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular trust securities either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender trust securities in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular trust securities either before or after the expiration date (including the Letter of Transmittal and Consent and the instructions thereto) by Foster Wheeler Ltd. shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of trust securities for exchange must be cured within such reasonable period of time as Foster Wheeler Ltd. shall determine. Neither Foster Wheeler Ltd., the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of trust securities for exchange, nor shall any of them incur any liability for failure to give such notification.

        9.    No Conditional Tenders.    No alternative, conditional or contingent tender of Trust Securities or transmittal of this Letter of Transmittal and Consent will be accepted.

        10.    Mutilated, Lost, Stolen or Destroyed Trust Securities.    Any holder whose Trust Securities have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated in this Letter of Transmittal and Consent for further instructions.

        11.    Requests for Assistance or Additional Copies.    Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal and Consent may be directed to the Information Agent at the address and telephone number indicated in this Letter of Transmittal and Consent. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

        12.    Acceptance of Tendered Trust Securities and Issuance of Common Shares; Return of Trust Securities.    Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange all validly tendered Trust Securities as soon as practicable after the Expiration Date and will issue Common Shares for the Trust Securities as soon as practicable thereafter. For purposes of the Exchange Offer, the Company will be deemed to have accepted tendered Trust Securities when, as and if the Company has given written or oral notice (immediately followed in writing) of acceptance to the Exchange Agent. If any tendered Trust Securities are not exchanged pursuant to the Exchange Offer for any reason, those unexchanged Trust Securities will be returned, without expense, to the tendering holder at the address shown in Box 1 or at a different address as may be indicated in this Letter of Transmittal and Consent under "Special Delivery Instructions" (Box 3).

        13.    Withdrawal.    Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Withdrawals of Tenders and Revocation of Consents." If the Company elects to provide a subsequent offering period after the expiration of the exchange offer, you will not have the right to withdraw any trust securities that you tender during any subsequent offering period.

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NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THE BOXES
Box 1 DESCRIPTION OF TRUST SECURITIES TENDERED
Box 2 SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 4, 5, and 6)
Box 3 SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4, 5 and 6)
Box 4 USE OF GUARANTEED DELIVERY (See Instruction 1)
Box 5 USE OF BOOK-ENTRY TRANSFER (See Instruction 1)
Box 6 TENDERING HOLDER SIGNATURE (See Instructions 1 and 4)
INSTRUCTIONS TO LETTER OF TRANSMITTAL AND CONSENT FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

EX-99.2

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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
for tender of
9.00% Preferred Securities, Series I
of
FW PREFERRED CAPITAL TRUST I
(Liquidation Amount $25 per Trust Security)
Guaranteed By Foster Wheeler Ltd. and Foster Wheeler LLC

Pursuant to the Prospectus dated                        , 2004

        This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates representing the 9.00% Preferred Securities, Series I of FW Preferred Capital Trust I (the "Trust Securities") are not immediately available, or (ii) if the procedures for book-entry transfer cannot be completed on a timely basis, or (iii) if time will not permit all required documents to reach the Exchange Agent as soon as possible and, in any event, prior to the Expiration Date (as defined in the Prospectus). This Notice of Guaranteed Delivery may be delivered by hand, transmitted by telegram, telex, facsimile transmission or mailed to the Exchange Agent. See "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery" in the Prospectus.

        The exchange offer and consent solicitation will expire at 5:00 p.m., New York City time, on                        , 2004, which we refer to as the Expiration Date, unless extended by us. You may revoke your tender and your consent at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

The Exchange Agent for the Offer is:
The Bank of New York, London Branch

By Mail:	Facsimile Transmission:	By Hand or Overnight Courier:
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: Kin Lau	(for Eligible Institutions only) The Bank of New York, London branch c/o The Bank of New York Attention: Kin Lau 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: Kin Lau (212) 815-3750
For Confirmation Telephone: (212) 815-3750
The Information Agent (the "Information Agent") for the Offer is:
Georgeson Shareholder Communications Inc. 17 State Street, 10th Floor New York, New York 10014 Banks and Brokers call: (212) 440-9800 All other Shareholders call toll free: (800) 891-3214

Delivery of this Notice of Guaranteed Delivery to an address or via a facsimile other than as set forth above, or transmission of instructions via a facsimile transmission other than as set forth above, will not constitute a valid delivery to the Exchange Agent.

        This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal and Consent is required to be guaranteed by an Eligible Institution (as defined below) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal and Consent (the "Letter of Transmittal and Consent").

        An Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and Consent or an Agent's Message (as defined in the Prospectus under "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities and Delivering Your Consent to the Proposed Amendments—Tender of Securities Held Through DTC") and Trust Securities to the Exchange Agent within the time period specified herein. Failure to do so could result in financial loss to the Eligible Institution.

Ladies and Gentlemen:

        The undersigned hereby tenders to Foster Wheeler Ltd., upon the terms and subject to the conditions set forth in the Prospectus dated                        , 2004 (the "Prospectus"), the Letter of Transmittal and Consent (which together with the Prospectus, as they may be amended or supplemented from time to time, constitute the "Offer"), receipt of which is hereby acknowledged, and accept the Offer in accordance with its terms in respect of the number of Trust Securities specified below pursuant to the guaranteed delivery procedure described under "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery" in the Prospectus.

Trust Securities Certificate Number(s) (if available):	Name of Record Holder(s):
	Please Type or Print
Aggregate Liquidation Amount Represented by Certificate(s):	Address(es)
	Zip Code
Aggregate Liquidation Amount Tendered:
Please check box if Trust Securities will be tendered by book-entry transfer:	Area Code and Telephone Number(s)
Account Number:	Signature(s) of Holder(s)
Date:	Dated:                         , 2004

        The Notice of Guaranteed Delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificates for Trust Securities or on a security position listing as the owner of Trust Securities, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, that person must provide the following information.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

GUARANTEE

(Not to be used for signature guarantee)

        The undersigned, a firm which is a member of the Medallion Signature Guarantee Program, or any other "eligible guarantor institution", as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"), guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either Trust Securities tendered hereby in proper form for transfer, or confirmation of book-entry transfer of such Trust Securities in the Exchange Agent's account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal and Consent (or facsimile thereof), with any required signature guarantees, or an Agent's Message in the case of a book-entry transfer, and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange business day following the date hereof.

Name of Firm	Authorized Signature
Address	Title
	Name:
Zip Code	Please Type or Print
Area Code and Telephone Number(s)	Date:                         , 2004

DO NOT SEND CERTIFICATES FOR TRUST SECURITIES WITH THIS NOTICE OF GUARANTEED DELIVERY. SUCH CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL AND CONSENT.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

        1.     Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth in this Notice of Guaranteed Delivery before the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder of Trust Securities, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured. As an alternative to delivery by mail the holders may wish to use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see the Prospectus and Instruction 1 of the Letter of Transmittal and Consent.

        2.     Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Trust Securities referred to in this Notice of Guaranteed Delivery, the signatures must correspond with the name(s) written on the face of the Trust Securities without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of DTC whose name appears on a security position listing as the owner of the Trust Securities, the signature must correspond with the name shown on the security position listing as the owner of the Trust Securities.

        If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Trust Securities listed or a participant of DTC whose name appears on a security position listing as the owner of the Trust Securities, this Notice of Guaranteed Delivery must be accompanied by appropriate stock powers, signed as the names(s) of the registered holder(s) appear(s) on the Trust Securities or signed as the name of the participant is shown on DTC's security position listing.

        If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing and submit with the Notice of Guaranteed Delivery evidence satisfactory to the Company of the person's authority to so act.

        3.     Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus, the Letter of Transmittal and Consent or this Notice of Guaranteed Delivery may be directed to the Information Agent at the address specified in this Notice of Guaranteed Delivery and in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

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GUARANTEE (Not to be used for signature guarantee)
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

EX-99.3

EXHIBIT 99.3

FOSTER WHEELER LTD.
Offer to Exchange Common Shares
for
Any and All Outstanding 9.00% Preferred Securities, Series I
Issued by FW Preferred Capital Trust I (Liquidation Amount $25 per Trust Security)
and Guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC

and Solicitation of Consents to Proposed Amendments to

the Junior Subordinated Indenture Relating to the 9.00% Junior Subordinated Deferrable
Interest Debentures, Series I of Foster Wheeler LLC and the Guarantee Agreement
Relating to the 9.00% Preferred Securities, Series I of FW Preferred Capital Trust I

Pursuant to the Prospectus Dated                    , 2004

THE EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                    , 2004, WHICH WE REFER TO AS THE EXPIRATION DATE, UNLESS EXTENDED BY US. YOU MAY REVOKE YOUR TENDER AND YOUR CONSENT AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                    , 2004

To Brokers, Dealers, Commercial Banks,
Trust Companies, Other Nominees and Depositary Trust Company Participants:

        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 its Common Shares (the "Common 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 and Consent, (the "Letter of Transmittal and Consent"), for any and all outstanding shares of 9.00% Preferred Securities, Series I of FW Preferred Capital Trust I (Liquidation Amount $25 per Trust Security) (the "Trust Securities").

        Foster Wheeler LLC is soliciting the consent from holders of the Trust Securities to the adoption of certain proposed amendments to the terms of the indenture governing the junior subordinated debentures issued by Foster Wheeler LLC to FW Preferred Capital Trust I and to the terms of the related guarantee agreement issued by Foster Wheeler LLC and Foster Wheeler Ltd. to FW Preferred Capital Trust I. See "The Proposed Amendments" in the Prospectus for a description of the proposed amendments to the indenture and guarantee agreement. The completion, execution and delivery of the enclosed Letter of Transmittal and Consent by a holder of Trust Securities in connection with the tender of Trust Securities will be deemed to constitute the consent of such holder of Trust Securities to the proposed amendments with respect to the Trust Securities so tendered. Holders may not deliver consent without tendering their Trust Securities in the exchange offer or consent without tendering.

        For your information and for forwarding to your clients for whom you hold Trust Securities registered in your name or in the name of your nominee, we are enclosing the following documents:

        1.     The Prospectus, dated            , 2004;

        2.     The Letter of Transmittal and Consent for your use and for the information of your clients. Facsimile copies of the Letter of Transmittal and Consent with manual signature(s) may be used to tender Trust Securities;

        3.     The Notice of Guaranteed Delivery to be used to accept the Exchange Offer (i) if certificates evidencing Trust Securities are not immediately available or (ii) if procedures for book-entry transfer cannot be completed prior to the expiration date or (iii) if time will not permit all required documents to reach The Bank of New York, London Branch prior to the expiration date;

        4.     A letter which may be sent to your clients for whose accounts you hold Trust Securities registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; and

        5.     Instruction to Registered Holder and/or a form of Book-Entry Transfer Participant from Owner.

        WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON                        , 2004, UNLESS THE OFFER IS EXTENDED.

        The Company will not pay any fees to any broker or dealer or other person for soliciting tenders of the Trust Securities and consents to the proposed amendments. You will be reimbursed for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients.

        Any inquiries you may have with respect to the Exchange Offer should be addressed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover page of the Prospectus.

        Additional copies of the enclosed material may be obtained from the Information Agent or the Dealer Manager, at their respective addresses and telephone numbers set forth on the back of the Prospectus.

Very truly yours,
ROTHSCHILD INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF FOSTER WHEELER LTD., FOSTER WHEELER LLC, FW PREFERRED CAPITAL TRUST I, THE DEALER MANAGER, THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR OF ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THE FOREGOING IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

EX-99.4

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EXHIBIT 99.4

FOSTER WHEELER LTD.
Offer to Exchange Common Shares
for
Any and All Outstanding 9.00% Preferred Securities, Series I
Issued by FW Preferred Capital Trust I (Liquidation Amount $25 per Trust Security)
and Guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC

and Solicitation of Consents to Proposed Amendments to

the Junior Subordinated Indenture Relating to the 9.00% Junior Subordinated Deferrable
Interest Debentures, Series I of Foster Wheeler LLC and the Guarantee Agreement
Relating to the 9.00% Preferred Securities, Series I of FW Preferred Capital Trust I

Pursuant to the Prospectus Dated                        , 2004

THE EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2004, WHICH WE REFER TO AS THE EXPIRATION DATE, UNLESS EXTENDED BY US. YOU MAY REVOKE YOUR TENDER AND YOUR CONSENT AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                        , 2004

To Our Clients:

        Enclosed for your consideration are the Prospectus, dated                        , 2004, and the related Letter of Transmittal and Consent (the "Letter of Transmittal and Consent") in connection with the offer by Foster Wheeler Ltd. (the "Company"), to exchange (the "Exchange Offer") its Common Shares (the "Common Shares") for any and all outstanding shares of 9.00% Preferred Securities, Series I of FW Preferred Capital Trust I Liquidation Amount $25 per Trust Security (the "Trust Securities"), and the related consent solicitation (the "Consent Solicitation") subject, in each case, to the procedures and limitations described in the Prospectus dated                        , 2004 and related Letter of Transmittal and Consent. This material relating to the Exchange Offer and Consent Solicitation is being forwarded to you as the beneficial owner of Trust Securities carried by us for your account or benefit but not registered in your name. A tender of such Trust Securities and delivery of a consent to the Proposed Amendments (described below) can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal and Consent is furnished to you for your information only and cannot be used by you to tender Trust Securities held by us for your account or deliver a consent to the Proposed Amendments.

        Foster Wheeler LLC is soliciting the consent from holders of the Trust Securities to the adoption of certain proposed amendments to the terms of the indenture governing the junior subordinated debentures issued by Foster Wheeler LLC to FW Preferred Capital Trust I and to the terms of the related guarantee agreement issued by Foster Wheeler LLC and Foster Wheeler Ltd. to FW Preferred Capital Trust I. See "The Proposed Amendments" in the Prospectus for a description of the proposed amendments to the indenture and guarantee agreement. The completion, execution and delivery of the enclosed Letter of Transmittal and Consent by a holder of Trust Securities in connection with the tender of Trust Securities will be deemed to constitute the consent of such holder of Trust Securities to the proposed amendments with respect to the Trust Securities so tendered. Holders may not deliver consent without tendering their Trust Securities in the exchange offer.

        We request instructions as to whether you wish us to tender any or all of the Trust Securities held by us for your account, upon the terms and subject to the conditions set forth in the Exchange Offer.

We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal and Consent.

        If you wish to have us tender any or all of your Trust Securities and thereby deliver your consent to the Proposed Amendments, please so instruct us by completing, executing and returning to us the instruction form set forth on the reverse side of this letter. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Trust Securities, all such Trust Securities will be tendered unless otherwise specified on the reverse side of this letter. Your instructions should be forwarded to us in sufficient time to permit us to submit a tender on your behalf prior to the expiration of the Offer.

INSTRUCTIONS WITH RESPECT TO THE
OFFER TO EXCHANGE

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer and the Consent Solicitation.

        This will instruct you to tender the number of Trust Securities indicated below (or if no number is indicated below, all Trust Securities) that are held by you for the account of the undersigned and to deliver consent to the Proposed Amendments.

        Aggregate Liquidation Amount of Trust Securities to be Tendered*:           

Date:                         , 2004

Signature(s)

Print Name(s)

Print Address(es)

Area Code and Telephone Number

Tax ID or Social Security Number

*

Unless otherwise indicated, it will be assumed that all Trust Securities held by us for your account are to be tendered.

         If the undersigned instructs you to tender the Trust Securities held by you for the account of the undersigned, it is understood that you are authorized:

        (a)   to make on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that:

        (i)    the undersigned's principal residence is in the state of (fill in state)            ,

        (ii)   the undersigned has full power and authority to tender, exchange, assign and transfer the Trust Securities tendered, and Foster Wheeler Ltd. will acquire good and unencumbered title to the Trust Securities being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale arrangements or other obligations relating to their sale or transfer, and are not subject to any adverse claim when the Trust Securities are accepted by Foster Wheeler Ltd.

        (b)   to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and

        (c)   to take any other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of the Trust Securities.

PLEASE RETURN THIS FORM TO THE BROKERAGE
FIRM MAINTAINING YOUR ACCOUNT

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INSTRUCTIONS WITH RESPECT TO THE OFFER TO EXCHANGE

EX-99.5

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Exhibit 99.5

INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
OF
FOSTER WHEELER LTD.

9.00% Preferred Securities, Series I
Issued by FW Preferred Capital Trust I (Liquidation Amount $25 per Trust Security)
And Guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC (the "Old Securities")

To be exchanged for Common Shares of
Foster Wheeler Ltd. (the "New Securities")

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

        The undersigned hereby acknowledges receipt of the Prospectus dated [                        ], 2004 (the "Prospectus") of Foster Wheeler Ltd., a Bermuda company (the "Parent"), Foster Wheeler LLC, a Delaware limited liability company ("LLC"), and the subsidiary guarantors set forth in the Prospectus and the accompanying Letter of Transmittal and Consent (the "Letter of Transmittal and Consent"), that together constitute the Parent's offer (the "Exchange Offer"). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus or the Letter of Transmittal and Consent.

        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.

        The aggregate face amount of the Old Securities held by you for the account of the undersigned is (fill in amount):

        $ in aggregate liquidation amount of the 9.00% Preferred Securities, Series I issued by FW Preferred Capital Trust I

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

        o To TENDER the following Old Securities held by you for the account of the undersigned (insert principal amount of Old Securities to be tendered, if any):

        $ in aggregate liquidation amount of the 9.00% Preferred Securities, Series I issued by FW Preferred Capital Trust I

        o NOT to TENDER any Old Securities held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Old Securities held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal and Consent that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an "affiliate" of the Parent, LLC or the subsidiary guarantors, (ii) any New Securities to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Old Securities, it represents that such Old Securities were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Securities. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Securities, such broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

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SIGN HERE

EX-99.6

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Exhibit 99.6

CONVERTIBLE NOTES LETTER OF TRANSMITTAL AND CONSENT

FOSTER WHEELER LTD.
Offer to Exchange Common Shares
for
Any and All Outstanding 6.50% Convertible Subordinated Notes due 2007
issued by Foster Wheeler Ltd. and Guaranteed by Foster Wheeler LLC

and Solicitation of Consents to Proposed Amendments to

the Indenture Relating to the 6.50% Convertible Subordinated Notes due 2007

Pursuant to the Prospectus Dated            , 2004

THE EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004, WHICH WE REFER TO AS THE EXPIRATION DATE, UNLESS EXTENDED BY US. YOU MAY REVOKE YOUR TENDER AND YOUR CONSENT AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

The Exchange Agent (the "Exchange Agent") for the Offer is:

The Bank of New York, London branch

By Mail:	Facsimile Transmission:	By Hand or Overnight Courier:
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: Kin Lau	The Bank of New York, London branch c/o The Bank of New York Attention: Kin Lau 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: Kin Lau (212) 815-3750
The Information Agent (the "Information Agent") for the Offer is:
Georgeson Shareholder Communications Inc. 17 State Street, 10th Floor New York, New York 10014 Banks and Brokers call: (212) 440-9800 All other Shareholders call toll free: (800) 891-3214

Delivery of this Letter of Transmittal and Consent to an address other than as set forth above, will not constitute a valid delivery unless an agent's message is delivered in accordance with instruction 1 to this Letter of Transmittal and Consent.

        Holders who tender Convertible Notes will be deemed to consent to the amendments to the terms of the indenture governing the 6.50% Convertible Subordinated Notes due 2007 (the "Indenture") issued by Foster Wheeler Ltd. and guaranteed by Foster Wheeler LLC (as described under "The Proposed Amendments" in the accompanying Prospectus). The completion, execution and delivery of this Letter of Transmittal and Consent will constitute a consent to such amendments and to the execution and delivery of a supplemental indenture by Foster Wheeler Ltd., Foster Wheeler LLC and the trustee thereunder. Holders may not deliver a consent without tendering Convertible Notes. The Exchange Offer is made upon the terms and subject to the conditions set forth in the Prospectus and herein. Holders of Convertible Notes should carefully review the information set forth herein and therein.

        The undersigned hereby acknowledges receipt of the Prospectus dated            , 2004 (the "Prospectus") of Foster Wheeler Ltd., (the "Company"), a Bermuda company, and this Letter of Transmittal and Consent, which together constitute (i) the Company's offer (the "Exchange Offer") to exchange its Common Shares (the "Common Shares") for any and all outstanding 6.50% Convertible Subordinated Notes due 2007 (the "Convertible Notes") issued by Foster Wheeler Ltd. and guaranteed by Foster Wheeler LLC and (ii) Foster Wheeler Ltd.'s solicitation (the "Consent Solicitation") of consents (the "Consent") upon the terms and subject to the conditions set forth in the Prospectus, from holders of the Convertible Notes to the adoption of certain proposed amendments described in the accompanying Prospectus under "The Proposed Amendments" (the "Proposed Amendments") to the terms of the indenture governing the Convertible Notes issued by Foster Wheeler Ltd. The completion, execution and delivery of this Letter of Transmittal and Consent by a Holder in connection with the tender of Convertible Notes will be deemed to constitute the Consent of such tendering holder to the Proposed Amendments with respect to the Convertible Notes so tendered. Holders may not deliver Consent without tendering their Convertible Notes in the exchange offer and Holders may not tender without delivering Consent.

        For each $1,000 in principal amount of Convertible Notes, including accrued interest, accepted for exchange, the holder of the Convertible Notes will receive    Common Shares of Foster Wheeler Ltd. No additional consideration will be paid for accrued and unpaid interest on the Convertible Notes.

        This Letter of Transmittal and Consent is to be completed by a holder of Convertible Notes either if certificates are to be forwarded with the Letter of Transmittal and Consent or if a tender of certificates for Convertible Notes, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at the Depository Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus under "The Exchange Offer and Consent Solicitation—Book-Entry Delivery Procedures." Holders of Convertible Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Convertible Notes into the Exchange Agent's account at DTC (a "Book-Entry Confirmation") and all other documents required by this Letter of Transmittal and Consent to the Exchange Agent on or before                        , 2004 (the "Expiration Date"), must tender their Convertible Notes according to the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer and Consent Solicitation—Procedures for Tendering Your Securities, and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery." See Instruction 1. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

        The undersigned hereby delivers Consent to the Proposed Amendments and tenders the Convertible Notes described in Box 1 below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal and Consent. The undersigned is the registered owner of all the tendered Convertible Notes and the undersigned represents that it has received from each beneficial owner of the tendered Convertible Notes (collectively, the "Beneficial Owners") a duly completed and executed form of "Instructions with respect to the Offer to Exchange," a form of which

is attached to the "Letter to Clients" accompanying this Letter of Transmittal and Consent, instructing the undersigned to take the action described in this Letter of Transmittal and Consent.

        Subject to, and effective upon, the acceptance for exchange of the tendered Convertible Notes, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company, all right, title and interest in, to, and under the Convertible Notes that are being tendered hereby, waives any and all other rights with respect to such Convertible Notes and releases and discharges Foster Wheeler Ltd. from any and all claims the undersigned may have now, or may have in the future, arising out of, or related to, such Convertible Notes, including without limitation, any claims that the undersigned is entitled to receive additional principal or interest payments with respect to such Convertible Notes or to participate in any redemption of such Convertible Notes.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Convertible Notes, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver the tendered Convertible Notes to the Company or cause ownership of the tendered Convertible Notes to be transferred to, or upon the order of, the Company, on the books of the registrar for the Convertible Notes and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned's agent, of the Common Shares to which the undersigned is entitled upon acceptance by the Company of the tendered Convertible Notes pursuant to the Exchange Offer, (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the tendered Convertible Notes and (iii) deliver to Foster Wheeler LLC, Foster Wheeler Ltd. and BNY Midwest Trust Company, as trustee under the indenture governing the Convertible Notes, this Letter of Transmittal and Consent as evidence of the undersigned's Consent to the Proposed Amendments, all in accordance with the terms and conditions of the Exchange Offer and Consent Solicitation, as described in the Prospectus.

        The undersigned agrees and acknowledges that, by the execution and delivery hereof, the undersigned makes and provides the written Consent, with respect to the Convertible Notes tendered hereby, to the Proposed Amendments. The undersigned understands that the Consent delivered hereby shall remain in full force and effect unless the tender of the Convertible Notes is validly revoked prior to the Expiration Date in accordance with the procedures set forth in the Prospectus and this Letter of Transmittal and Consent, which procedures are hereby agreed to be applicable.

        Unless otherwise indicated under "Special Issuance Instructions" below (Box 2), please issue the Common Shares exchanged for tendered Convertible Notes in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions" below (Box 3), please send or cause to be sent the certificates for the Common Shares (and accompanying documents, as appropriate) to the undersigned at the address shown below in Box 1 or provide the name of the account at DTC to which the Common Shares should be issued.

        The undersigned understands that tenders of Convertible Notes and delivery of Consent pursuant to the procedures described under the caption "The Exchange Offer and the Consent Solicitation" in the Prospectus and in the instructions to this Letter of Transmittal and Consent will constitute a binding agreement between the undersigned and the Company upon the terms of the Exchange Offer set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Terms of the Exchange Offer," and subject to the conditions of the Exchange Offer set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Conditions to the Exchange Offer," subject only to withdrawal of tenders on the terms set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Withdrawal of Tenders and Revocation of Consents." All authority conferred in this Letter of Transmittal and Consent or agreed to be conferred will survive the death, bankruptcy or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned of any Beneficial Owner(s) under this Letter of Transmittal and Consent will be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned and such Beneficial Owner(s).

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Convertible Notes being surrendered and to deliver the Consent contained herein, and that, when the Convertible Notes are accepted for exchange as contemplated in this Letter of Transmittal and Consent, the Company will acquire good and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements, other obligations relating to their sale or transfer and adverse claims. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Company or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THE BOXES

o

CHECK HERE IF TENDERED CONVERTIBLE NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE BOX 4 BELOW.

o

CHECK HERE IF TENDERED CONVERTIBLE NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE BOX 5 BELOW.

Name

Address

Box 1
DESCRIPTION OF CONVERTIBLE NOTES TENDERED

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Convertible Notes Certificate(s))	Convertible Notes tendered (Attach additional signed list if necessary)
	Convertible Notes Certificate Number(s)*	Aggregate Principal Amount Represented by Certificate(s)*	Aggregate Principal Amount Tendered**
	Total

*	Need not be completed if Convertible Notes are being tendered by book-entry transfer.
**	Unless otherwise indicated, it will be assumed that all Convertible Notes represented by certificates delivered to the Exchange Agent are being tendered. See Instruction 3.

Box 2
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4, 5, and 6)

        To be completed ONLY if the certificates for Convertible Notes not exchanged and/or the Common Shares are to be issued in the name of someone other than the undersigned or if Convertible Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

        Issue: Common Shares and/or Convertible Notes to:

Name(s):	(Please Print or Type)
Address:	(Include Zip Code)
(Taxpayer Identification or Social Security Number)

        o Credit unexchanged Convertible Notes delivered by book-entry transfer to the DTC account set forth below:

(DTC Account Number)

Box 3
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6)

        To be completed ONLY if certificates for the Convertible Notes not tendered or not accepted and/or the Common Shares are to be sent to someone other than the undersigned at an address other than that shown below the undersigned's signature(s).

        Mail: o Common Shares and any untendered Convertible Notes to:

Name(s):	(Please Print or Type)
Address:	(Include Zip Code)
(Taxpayer Identification or Social Security Number)

Box 4
USE OF GUARANTEED DELIVERY
(See Instruction 1)

        To be completed ONLY if Convertible Notes are being tendered by means of a notice of guaranteed delivery.

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed

Delivery:

Name of Institution which Guaranteed

Delivery:

Box 5
USE OF BOOK-ENTRY TRANSFER
(See Instruction 1)

        To be completed ONLY if delivery of Convertible Notes is to be made by book-entry transfer.

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Box 6
TENDERING HOLDER SIGNATURE
(See Instructions 1 and 4)

x
x
	(Signature of Registered Holder(s) or Authorized Signatory)

        Note: The above lines must be signed by the registered holder(s) of Convertible Notes as their name(s) appear(s) on the Convertible Notes or by person(s) authorized to become registered holder(s) (evidence of which authorization must be transmitted with this Letter of Transmittal and Consent). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, that person must set forth his or her full title below. See Instruction 4.

Name(s):

Capacity:

Street Address:

(Include Zip Code)

(Area Code and Telephone Number)

(Tax Identification or Social Security Number)

Signature Guarantee
(If Required by Instruction 4)

Authorized Signature

Name:
(Please Print or Type)

Title:

Name of Firm:
(Must be an Eligible Institution as defined in Instruction 1)

Address:
(Include Zip Code)

Area Code and Telephone Number:

Dated:

INSTRUCTIONS TO LETTER OF TRANSMITTAL AND CONSENT
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

        1.    Delivery of this Letter of Transmittal and Consent and Certificates; Guaranteed Delivery.    This Letter of Transmittal and Consent is to be used if (a) certificates for Convertible Notes are to be physically delivered to the Exchange Agent herewith or (b) tenders are to be made according to the guaranteed delivery procedures. For holders whose Convertible Notes are being delivered pursuant to the procedures for book-entry transfer, all as set forth in the Prospectus, delivery of an Agent's Message by DTC will satisfy the terms of the Exchange Offer in lieu of execution and delivery of a Letter of Transmittal and Consent by the participant(s) identified in the Agent's Message.

        To validly tender Convertible Notes and deliver Consent, either (a) the Exchange Agent must receive a properly completed and duly executed copy of this Letter of Transmittal and Consent (or a facsimile thereof) with any required signature guarantees, together with either a properly completed and duly executed Notice of Guaranteed Delivery or certificates for the Convertible Notes, or an Agent's Message, as the case may be, and any other documents required by this Letter of Transmittal and Consent or (b) a holder of Convertible Notes must comply with the guaranteed delivery procedures set forth below.

        Holders of Convertible Notes who desire to tender Convertible Notes pursuant to the Exchange Offer and whose certificates representing the Convertible Notes are not lost but are not immediately available, or time will not permit all required documents to reach the Exchange Agent before 5:00 p.m., New York City time, on the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may still exchange their Convertible Notes by complying with the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities, and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery." Pursuant to those procedures, (a) you tender your Convertible Notes by or through a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program; (b) on or prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer, the exchange agent has received from such participant a properly completed and validly executed notice of guaranteed delivery, by manually signed facsimile transmission, mail or hand delivery, in substantially the form provided with this prospectus; and (c) the exchange agent receives properly completed and validly executed Letter of Transmittal and Consent (or facsimile thereof) together with any required signature guarantees, or a book-entry confirmation, and any other required documents, within three NYSE trading days of the notice of guaranteed delivery.

        The method of delivery of this Letter of Transmittal and Consent, the certificates for Convertible Notes and other required documents is at the election and risk of the tendering holder. Except as otherwise provided in this Letter of Transmittal and Consent and in the Prospectus, delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, we recommend that the holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent before 5:00 p.m., New York City time, on the Expiration Date.

        2.    Beneficial Owner Instructions to Registered Holders.    Only a holder of Convertible Notes or the holder's legal representative or attorney-in-fact, or a person who has obtained a properly completed irrevocable proxy acceptable to the Company that authorizes such person, or that person's legal representative or attorney-in-fact, to tender Convertible Notes on behalf of the holder may validly tender the Convertible Notes and thereby validly deliver a consent to the proposed amendments with respect to those Convertible Notes. Any Beneficial Owner of tendered Convertible Notes who is not the registered holder must arrange promptly with the registered holder to execute and deliver this Letter of Transmittal and Consent, or an Agent's Message by DTC, on his or her behalf through the execution and delivery to the registered holder of the Instructions of Registered Holder and/or DTC Participant from Beneficial Owner from accompanying this Letter of Transmittal and Consent.

        3.    Partial Tenders.    A holder may tender all or a portion of Convertible Notes, but only in minimum increments of $1,000 in principal amount. If a holder tenders less than all Convertible Notes, such holder should fill in the number of Convertible Notes so tendered in the column labeled "Aggregate Principal Amount Tendered" of Box 1 above. The entire principal amount of Convertible Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

        4.    Signatures on the Letter of Transmittal and Consent; Signature Guarantees.    If this Letter of Transmittal and Consent is signed by the registered holder(s) of the tendered Convertible Notes, the signature must correspond with the name(s) as written on the face of the tendered Convertible Notes without alteration, enlargement or any change whatsoever. If this Letter of Transmittal and Consent is signed by a participant in DTC whose name is shown on a security position listing as the owner of the Convertible Notes tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of the Convertible Notes.

        If any of the tendered Convertible Notes are registered in the name of two or more holders, all holders must sign this Letter of Transmittal and Consent. If any Convertible Notes tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of the Letter of Transmittal and Consent as there are different registrations of certificates.

        If this Letter of Transmittal and Consent or any Convertible Note or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the company of such person's authority to so act must be submitted.

        When this Letter of Transmittal and Consent is signed by the registered holders of the Convertible Notes tendered hereby, no endorsements of the Convertible Notes or separate instruments of transfer are required unless Common Shares, or Convertible Notes not tendered or exchanged, are to be issued to a person other than the registered holders, in which case signatures on the Convertible Notes or instruments of transfer must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution.

        Signatures on the Letter of Transmittal and Consent must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program, each a Medallion Signature Guarantor, unless the Convertible Notes tendered thereby are tendered: (1) by a holder whose name appears on a security position listing as the owner of those Convertible Notes, who has not completed any of the boxes entitled "Special Instructions" or "Special Delivery Instructions" on the applicable Letter of Transmittal and Consent; or (2) for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States referred to as an "Eligible Guarantor Institution."

        If the holder of the Convertible Notes being tendered is a person other than the signer of the related Letter of Transmittal and Consent, or if Convertible Notes not accepted for exchange or Convertible Notes previously tendered and being withdrawn are to be returned to a person other than the registered holder or a DTC participant, then the signatures on the Letter of Transmittal and Consent accompanying the tendered Convertible Notes must be guaranteed by a Medallion Signature Guarantor as described above.

        The Letter of Transmittal and Consent and Convertible Notes should be sent only to the Exchange Agent, and not to the Company or DTC.

        5.    Special Issuance and Delivery Instructions.    Tendering holders should indicate, in the appropriate box (Box 2 or 3), the name and address to which the Common Shares and/or substitute certificates evidencing Convertible Notes for principal amounts not tendered or not accepted for

exchange are to be sent, if different from the name and address of the person signing this Letter of Transmittal and Consent. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. Holders of Convertible Notes tendering Convertible Notes by book-entry transfer may request that Convertible Notes not exchanged be credited to such account maintained at DTC as the holder may designate on this Letter of Transmittal and Consent. If no instructions are given, the Convertible Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal and Consent.

        6.    Transfer Taxes.    The Company will pay all transfer taxes, if any, applicable to the exchange of Convertible Notes pursuant to the Exchange Offer. If, however, Convertible Notes for principal amounts not accepted for tender are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Convertible Notes, or if tendered new Common Shares are to be registered in the name of any person other than the person signing the Letter of Transmittal and Consent or, in the case of tender through DTC transmitting instructions through ATOP, or if a transfer tax is imposed for any reason other than the exchange of Convertible Notes pursuant to the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other person) will be payable by the tendering holder.

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the tendered Convertible Notes listed in this Letter of Transmittal and Consent.

        7.    Validity of Tenders.    Foster Wheeler Ltd. expressly reserves the right to terminate the Exchange Offer and the Consent Solicitation and not to accept for exchange any Convertible Notes if any of the conditions set forth under "The Exchange Offer and the Consent Solicitation—Conditions to the Exchange Offer" have not been satisfied or waived by Foster Wheeler Ltd. at its option for any reason on or before 5:00 p.m., New York City time, on the Expiration Date. In all cases, exchange of the Convertible Notes accepted for exchange and payment of the common shares will be made only after timely receipt by the exchange agent of certificates representing the original Convertible Notes and consent to the proposed amendments, or by confirmation of book-entry transfer, together with a properly completed and duly executed Letter of Transmittal and Consent, a manually signed facsimile of the Letter of Transmittal and Consent, or satisfaction of DTC's ATOP procedures, and any other documents required by the Letter of Transmittal and Consent.

        8.    Irregularities.    Foster Wheeler Ltd. will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Convertible Notes, which determination shall be final and binding. Foster Wheeler Ltd. reserves the absolute right to reject any and all tenders of any particular Convertible Notes not properly tendered or to not accept any particular Convertible Notes which acceptance might, in the judgment of Foster Wheeler Ltd. or its counsel, be unlawful. Foster Wheeler Ltd. also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Convertible Notes either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender Convertible Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Convertible Notes either before or after the expiration date (including the Letter of Transmittal and Consent and the instructions thereto) by Foster Wheeler Ltd. shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Convertible Notes for exchange must be cured within such reasonable period of time as Foster Wheeler Ltd. shall determine. Neither Foster Wheeler Ltd., the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Convertible Notes for exchange, nor shall any of them incur any liability for failure to give such notification.

        9.    No Conditional Tenders.    No alternative, conditional or contingent tender of Convertible Notes or transmittal of this Letter of Transmittal and Consent will be accepted.

        10.    Mutilated, Lost, Stolen or Destroyed Convertible Notes.    Any holder whose Convertible Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated in this Letter of Transmittal and Consent for further instructions.

        11.    Requests for Assistance or Additional Copies.    Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal and Consent may be directed to the Information Agent at the address and telephone number indicated in this Letter of Transmittal and Consent. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

        12.    Acceptance of Tendered Convertible Notes and Issuance of Common Shares; Return of Convertible Notes.    Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange all validly tendered Convertible Notes as soon as practicable after the Expiration Date and will issue Common Shares for the Convertible Notes as soon as practicable thereafter. For purposes of the Exchange Offer, the Company will be deemed to have accepted tendered Convertible Notes when, as and if the Company has given written or oral notice (immediately followed in writing) of acceptance to the Exchange Agent. If any tendered Convertible Notes are not exchanged pursuant to the Exchange Offer for any reason, those unexchanged Convertible Notes will be returned, without expense, to the tendering holder at the address shown in Box 1 or at a different address as may be indicated in this Letter of Transmittal and Consent under "Special Delivery Instructions" (Box 3).

        13.    Withdrawal.    Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Withdrawals of Tenders and Revocation of Consents." If the Company elects to provide a subsequent offering period after the expiration of the exchange offer, you will not have the right to withdraw any Convertible Notes that you tender during any subsequent offering period.

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NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THE BOXES
Box 1 DESCRIPTION OF CONVERTIBLE NOTES TENDERED
Box 2 SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 4, 5, and 6)
Box 3 SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4, 5 and 6)
Box 4 USE OF GUARANTEED DELIVERY (See Instruction 1)
Box 5 USE OF BOOK-ENTRY TRANSFER (See Instruction 1)
Box 6 TENDERING HOLDER SIGNATURE (See Instructions 1 and 4)
INSTRUCTIONS TO LETTER OF TRANSMITTAL AND CONSENT FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

EX-99.7

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Exhibit 99.7

NOTICE OF GUARANTEED DELIVERY
for tender of
6.50% Convertible Subordinated Notes due 2007
of
FOSTER WHEELER LTD.

Guaranteed By Foster Wheeler LLC

Pursuant to the Prospectus dated                        , 2004

        This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates representing the 6.50% Convertible Subordinated Notes (the "Convertible Notes") are not immediately available, or (ii) if the procedures for book-entry transfer cannot be completed on a timely basis, or (iii) if time will not permit all required documents to reach the Exchange Agent as soon as possible and, in any event, prior to the Expiration Date (as defined in the Prospectus). This Notice of Guaranteed Delivery may be delivered by hand, transmitted by telegram, telex, facsimile transmission or mailed to the Exchange Agent. See "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery" in the Prospectus.

        The exchange offer and consent solicitation will expire at 5:00 p.m., New York City time, on                        , 2004, which we refer to as the Expiration Date, unless extended by us. You may revoke your tender and your consent at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

The Exchange Agent for the Offer is:
The Bank of New York, London Branch

By Mail:	Facsimile Transmission:	By Hand or Overnight Courier:
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: Kin Lau	(for Eligible Institutions only) The Bank of New York, London branch c/o The Bank of New York Attention: Kin Lau 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: Kin Lau (212) 815-3750
For Confirmation Telephone: (212) 815-3750
The Information Agent (the "Information Agent") for the Offer is:
Georgeson Shareholder Communications Inc. 17 State Street, 10th Floor New York, New York 10014 Banks and Brokers call: (212) 440-9800 All other Shareholders call toll free: (800) 891-3214

Delivery of this Notice of Guaranteed Delivery to an address or via a facsimile other than as set forth above, or transmission of instructions via a facsimile transmission other than as set forth above, will not constitute a valid delivery to the Exchange Agent.

        This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal and Consent is required to be guaranteed by an Eligible Institution (as defined below) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal and Consent (the "Letter of Transmittal and Consent").

        An Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and Consent or an Agent's Message (as defined in the Prospectus under "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities and Delivering Your Consent to the Proposed Amendments—Tender of Securities Held Through DTC") and Convertible Notes to the Exchange Agent within the time period specified herein. Failure to do so could result in financial loss to the Eligible Institution.

Ladies and Gentlemen:

        The undersigned hereby tenders to Foster Wheeler Ltd., upon the terms and subject to the conditions set forth in the Prospectus dated                        , 2004 (the "Prospectus"), the Letter of Transmittal and Consent (which together with the Prospectus, as they may be amended or supplemented from time to time, constitute the "Offer"), receipt of which is hereby acknowledged, and accept the Offer in accordance with its terms in respect of the number of Convertible Notes specified below pursuant to the guaranteed delivery procedure described under "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery" in the Prospectus.

Convertible Notes Certificate Number(s) (if available):	Name of Record Holder(s):
	Please Type or Print
Aggregate Principal Amount Represented by Certificate(s):	Address(es)
	Zip Code
Aggregate Principal Amount Tendered:
Please check box if Convertible Notes will be tendered by book-entry transfer:	Area Code and Telephone Number(s)
Account Number:	Signature(s) of Holder(s)
Date:	Dated:                         , 2004

        The Notice of Guaranteed Delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificates for Convertible Notes or on a security position listing as the owner of Convertible Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, that person must provide the following information.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

GUARANTEE

(Not to be used for signature guarantee)

        The undersigned, a firm which is a member of the Medallion Signature Guarantee Program, or any other "eligible guarantor institution", as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"), guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either Convertible Notes tendered hereby in proper form for transfer, or confirmation of book-entry transfer of such Convertible Notes in the Exchange Agent's account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal and Consent (or facsimile thereof), with any required signature guarantees, or an Agent's Message in the case of a book-entry transfer, and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange business day following the date hereof.

Name of Firm	Authorized Signature
Address	Title
	Name:
Zip Code	Please Type or Print
Area Code and Telephone Number(s)	Date:                         , 2004

DO NOT SEND CERTIFICATES FOR CONVERTIBLE NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. SUCH CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL AND CONSENT.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

        1.     Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth in this Notice of Guaranteed Delivery before the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder of Convertible Notes, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured. As an alternative to delivery by mail the holders may wish to use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see the Prospectus and Instruction 1 of the Letter of Transmittal and Consent.

        2.     Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Convertible Notes referred to in this Notice of Guaranteed Delivery, the signatures must correspond with the name(s) written on the face of the Convertible Notes without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of DTC whose name appears on a security position listing as the owner of the Convertible Notes, the signature must correspond with the name shown on the security position listing as the owner of the Convertible Notes.

        If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Convertible Notes listed or a participant of DTC whose name appears on a security position listing as the owner of the Convertible Notes, this Notice of Guaranteed Delivery must be accompanied by appropriate stock powers, signed as the name(s) of the registered holder(s) appear(s) on the Convertible Notes or signed as the name of the participant is shown on DTC's security position listing.

        If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing and submit with the Notice of Guaranteed Delivery evidence satisfactory to the Company of the person's authority to so act.

        3.     Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus, the Letter of Transmittal and Consent or this Notice of Guaranteed Delivery may be directed to the Information Agent at the address specified in this Notice of Guaranteed Delivery and in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

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GUARANTEE (Not to be used for signature guarantee)
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

EX-99.8

EXHIBIT 99.8

FOSTER WHEELER LTD.
Offer to Exchange Common Shares
for
Any and All Outstanding 6.50% Convertible Subordinated Notes due 2007 issued by Foster Wheeler Ltd.
and Guaranteed by Foster Wheeler LLC

and Solicitation of Consents to Proposed Amendments to

the Indenture Relating to the 6.50% Convertible Subordinated Notes due 2007

Pursuant to the Prospectus Dated            , 2004

THE EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004, WHICH WE REFER TO AS THE EXPIRATION DATE, UNLESS EXTENDED BY US. YOU MAY REVOKE YOUR TENDER AND YOUR CONSENT AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                    , 2004

To Brokers, Dealers, Commercial Banks,
Trust Companies, Other Nominees and Depositary Trust Company Participants:

        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 its Common Shares (the "Common 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 and Consent, (the "Letter of Transmittal and Consent"), for any and all outstanding shares of 6.50% Convertible Subordinated Notes due 2007 (the "Convertible Notes").

        Foster Wheeler Ltd. is soliciting the consent from holders of the Convertible Notes to the adoption of certain proposed amendments to the terms of the indenture governing the Convertible Notes issued by Foster Wheeler Ltd. and guaranteed by Foster Wheeler LLC. See "The Proposed Amendments" in the Prospectus for a description of the proposed amendments to the indenture and guarantee agreement. The completion, execution and delivery of the enclosed Letter of Transmittal and Consent by a holder of Convertible Notes in connection with the tender of Convertible Notes will be deemed to constitute the consent of such holder of Convertible Notes to the proposed amendments with respect to the Convertible Notes so tendered. Holders may not deliver consent without tendering their Convertible Notes in the exchange offer or consent without tendering.

        For your information and for forwarding to your clients for whom you hold Convertible Notes registered in your name or in the name of your nominee, we are enclosing the following documents:

        1.     The Prospectus, dated            , 2004;

        2.     The Letter of Transmittal and Consent for your use and for the information of your clients. Facsimile copies of the Letter of Transmittal and Consent with manual signature(s) may be used to tender Convertible Notes;

        3.     The Notice of Guaranteed Delivery to be used to accept the Exchange Offer (i) if certificates evidencing Convertible Notes are not immediately available or (ii) if procedures for book-entry transfer cannot be completed prior to the expiration date or (iii) if time will not permit all required documents to reach The Bank of New York, London Branch prior to the expiration date;

        4.     A letter which may be sent to your clients for whose accounts you hold Convertible Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; and

        5.     Instruction to Registered Holder and/or a form of Book-Entry Transfer Participant from Owner.

        WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON                        , 2004, UNLESS THE OFFER IS EXTENDED.

        The Company will not pay any fees to any broker or dealer or other person for soliciting tenders of the Convertible Notes and consents to the proposed amendments. You will be reimbursed for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients.

        Any inquiries you may have with respect to the Exchange Offer should be addressed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover page of the Prospectus.

        Additional copies of the enclosed material may be obtained from the Information Agent or the Dealer Manager, at their respective addresses and telephone numbers set forth on the back of the Prospectus.

Very truly yours,
ROTHSCHILD INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF FOSTER WHEELER LTD., FOSTER WHEELER LLC, THE DEALER MANAGER, THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR OF ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THE FOREGOING IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

EX-99.9

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EXHIBIT 99.9

FOSTER WHEELER LTD.
Offer to Exchange Common Shares
for
Any and All Outstanding 6.50% Convertible Subordinated Notes due 2007
Issued by Foster Wheeler Ltd. and Guaranteed by Foster Wheeler LLC

and Solicitation of Consents to Proposed Amendments to

the Indenture Relating to the 6.50% Convertible Subordinated Notes due 2007

Pursuant to the Prospectus Dated            , 2004

THE EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004, WHICH WE REFER TO AS THE EXPIRATION DATE, UNLESS EXTENDED BY US. YOU MAY REVOKE YOUR TENDER AND YOUR CONSENT AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                        , 2004

To Our Clients:

        Enclosed for your consideration are the Prospectus, dated                        , 2004, and the related Letter of Transmittal and Consent (the "Letter of Transmittal and Consent") in connection with the offer by Foster Wheeler Ltd. (the "Company"), to exchange (the "Exchange Offer") its Common Shares (the "Common Shares") for any and all 6.50% Convertible Subordinated Notes due 2007 (the "Convertible Notes"), and the related consent solicitation (the "Consent Solicitation") subject, in each case, to the procedures and limitations described in the Prospectus dated            , 2004 and related Letter of Transmittal and Consent. This material relating to the Exchange Offer and Consent Solicitation is being forwarded to you as the beneficial owner of Convertible Notes carried by us for your account or benefit but not registered in your name. A tender of such Convertible Notes and delivery of a consent to the Proposed Amendments (described below) can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal and Consent is furnished to you for your information only and cannot be used by you to tender Convertible Notes held by us for your account or deliver a consent to the Proposed Amendments.

        Foster Wheeler Ltd. is soliciting the consent from holders of the Convertible Notes to the adoption of certain proposed amendments to the terms of the indenture governing the Convertible Notes issued by Foster Wheeler Ltd. and guaranteed by Foster Wheeler LLC. See "The Proposed Amendments" in the Prospectus for a description of the proposed amendments to the indenture and guarantee agreement. The completion, execution and delivery of the enclosed Letter of Transmittal and Consent by a holder of Convertible Notes in connection with the tender of Convertible Notes will be deemed to constitute the consent of such holder of Convertible Notes to the proposed amendments with respect to the Convertible Notes so tendered. Holders may not deliver consent without tendering their Convertible Notes in the exchange offer.

        We request instructions as to whether you wish us to tender any or all of the Convertible Notes held by us for your account, upon the terms and subject to the conditions set forth in the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal and Consent

        If you wish to have us tender any or all of your Convertible Notes and thereby deliver your consent to the Proposed Amendments, please so instruct us by completing, executing and returning to us the instruction form set forth on the reverse side of this letter. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Convertible Notes, all such Convertible Notes will be tendered unless otherwise specified on the reverse side of this letter. Your instructions should be forwarded to us in sufficient time to permit us to submit a tender on your behalf prior to the expiration of the Offer.

INSTRUCTIONS WITH RESPECT TO THE
OFFER TO EXCHANGE

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer and the Consent Solicitation.

        This will instruct you to tender the number of Convertible Notes indicated below (or if no number is indicated below, all Convertible Notes) that are held by you for the account of the undersigned and to deliver consent to the Proposed Amendments.

        Aggregate Principal Amount of Convertible Notes to be Tendered*:           

Date:                         , 2004

Signature(s)

Print Name(s)

Print Address(es)

Area Code and Telephone Number

Tax ID or Social Security Number

*

Unless otherwise indicated, it will be assumed that all Convertible Notes held by us for your account are to be tendered.

         If the undersigned instructs you to tender the Convertible Notes held by you for the account of the undersigned, it is understood that you are authorized:

        (a)   to make on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that:

        (i)    the undersigned's principal residence is in the state of (fill in state)            ,

        (ii)   the undersigned has full power and authority to tender, exchange, assign and transfer the Convertible Notes tendered, and Foster Wheeler Ltd. will acquire good and unencumbered title to the Convertible Notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale arrangements or other obligations relating to their sale or transfer, and are not subject to any adverse claim when the Convertible Notes are accepted by Foster Wheeler Ltd.

        (b)   to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and

        (c)   to take any other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of the Convertible Notes.

PLEASE RETURN THIS FORM TO THE BROKERAGE
FIRM MAINTAINING YOUR ACCOUNT

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INSTRUCTIONS WITH RESPECT TO THE OFFER TO EXCHANGE

EX-99.10

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Exhibit 99.10

INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
OF
FOSTER WHEELER LTD.

6.50% Convertible Subordinated Notes due 2007
Issued by Foster Wheeler Ltd.
and Guaranteed by Foster Wheeler LLC (the "Old Securities")

To be exchanged for Common Shares of
Foster Wheeler Ltd. (the "New Securities")

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

        The undersigned hereby acknowledges receipt of the Prospectus dated [            ], 2004 (the "Prospectus") of Foster Wheeler Ltd., a Bermuda company (the "Parent"), Foster Wheeler LLC, a Delaware limited liability company ("LLC"), and the subsidiary guarantors set forth in the Prospectus and the accompanying Letter of Transmittal and Consent (the "Letter of Transmittal and Consent"), that together constitute the Parent's offer (the "Exchange Offer"). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus or the Letter of Transmittal and Consent.

        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.

        The aggregate face amount of the Old Securities held by you for the account of the undersigned is (fill in amount):

        $ in aggregate principal amount of the 6.50% Convertible Subordinated Notes due 2007 issued by Foster Wheeler Ltd.

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

        o To TENDER the following Old Securities held by you for the account of the undersigned (insert principal amount of Old Securities to be tendered, if any):

        $ in aggregate principal amount of the 6.50% Convertible Subordinated Notes due 2007 issued by Foster Wheeler Ltd.

        o NOT to TENDER any Old Securities held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Old Securities held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal and Consent that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an "affiliate" of the Parent, LLC or the subsidiary guarantors, (ii) any New Securities to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Old Securities, it represents that such Old Securities were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Securities. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Securities, such broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

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SIGN HERE

EX-99.11

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Exhibit 99.11

ROBBINS BONDS LETTER OF TRANSMITTAL

FOSTER WHEELER LTD.
Offer to Exchange Common Shares
for
Any and All outstanding 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)

Pursuant to the Prospectus Dated            , 2004

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004, WHICH WE REFER TO AS THE EXPIRATION DATE, UNLESS EXTENDED BY US. YOU MAY REVOKE YOUR TENDER AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

The Exchange Agent (the "Exchange Agent") for the Offer is:

The Bank of New York, London branch

By Mail:	Facsimile Transmission:	By Hand or Overnight Courier:
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: Kin Lau	The Bank of New York, London branch c/o The Bank of New York Attention: Kin Lau 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: Kin Lau (212) 815-3750
The Information Agent (the "Information Agent") for the Offer is:
Georgeson Shareholder Communications Inc. 17 State Street, 10th Floor New York, New York 10014 Banks and Brokers call: (212) 440-9800 All other Shareholders call toll free: (800) 891-3214

Delivery of this Letter of Transmittal to an address other than as set forth above, will not constitute a valid delivery unless an agent's message is delivered in accordance with instruction 1 to this Letter of Transmittal.

        The undersigned hereby acknowledges receipt of the Prospectus dated            , 2004 (the "Prospectus") of Foster Wheeler Ltd., (the "Company"), a Bermuda company, and this Letter of Transmittal, which together constitute (i) the Company's offer (the "Exchange Offer") to exchange its Common Shares (the "Common Shares") for any and all outstanding 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").

        For each $1,000 in principal amount of Robbins Bonds plus accrued interest, accepted for exchange, the holder of that Robbins Bond will receive    Common Shares of Foster Wheeler Ltd.

        This Letter of Transmittal is to be completed by a holder of Robbins Bonds either if certificates are to be forwarded with the Letter of Transmittal or if a tender of certificates for Robbins Bonds, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at the Depository Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus under "The Exchange Offer and Consent Solicitation—Book Entry Delivery Procedures." Holders of Robbins Bonds whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Robbins Bonds into the Exchange Agent's account at DTC (a "Book-Entry Confirmation") and all other documents required by this Letter of Transmittal to the Exchange Agent on or before                        , 2004 (the "Expiration Date"), must tender their Robbins Bonds according to the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer and Consent Solicitation—Procedures for Tendering Your Securities, and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery." See Instruction 1. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

        The undersigned hereby tenders the Robbins Bonds described in Box 1 below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal. The undersigned is the registered owner of all the tendered Robbins Bonds and the undersigned represents that it has received from each beneficial owner of the tendered Robbins Bonds (collectively, the "Beneficial Owners") a duly completed and executed form of "Instructions with respect to the Offer to Exchange," a form of which is attached to the "Letter to Clients" accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

        Subject to, and effective upon, the acceptance for exchange of the tendered Robbins Bonds, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company, all right, title and interest in, to, and under the Robbins Bonds that are being tendered hereby, waives any and all other rights with respect to such Robbins Bonds and releases and discharges Foster Wheeler LLC from any and all claims the undersigned may have now, or may have in the future, arising out of, or related to, such Robbins Bonds, including without limitation, any claims that the undersigned is entitled to receive additional principal or interest payments with respect to such Robbins Bonds or to participate in any redemption of such Robbins Bonds.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Robbins Bonds, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver the tendered Robbins Bonds to the Company or cause ownership of the tendered Robbins Bonds to be transferred to, or upon the order of, the Company, on the books of the registrar for the Robbins Bonds and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned's agent, of the Common Shares to which the undersigned is entitled upon acceptance by the Company of the tendered Robbins Bonds pursuant to the Exchange Offer, and (ii) to receive all benefits and otherwise exercise all rights of beneficial ownership of the tendered Robbins Bonds.

        Unless otherwise indicated under "Special Issuance Instructions" below (Box 2), please issue the Common Shares exchanged for tendered Robbins Bonds in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions" below (Box 3), please send or cause to be sent the certificates for the Common Shares (and accompanying documents, as appropriate) to the undersigned at the address shown below in Box 1 or provide the name of the account at DTC to which the Common Shares should be issued.

        The undersigned understands that tenders of Robbins Bonds pursuant to the procedures described under the caption "The Exchange Offer and the Consent Solicitation" in the Prospectus and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and the Company upon the terms of the Exchange Offer set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Terms of the Exchange Offer," and subject to the conditions of the Exchange Offer set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Conditions to the Exchange Offer," subject only to withdrawal of tenders on the terms set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Withdrawal of Tenders and Revocation of Consents." All authority conferred in this Letter of Transmittal or agreed to be conferred will survive the death, bankruptcy or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned of any Beneficial Owners under this Letter of Transmittal will be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned and such Beneficial Owner(s).

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Robbins Bonds being surrendered, and that, when the Robbins Bonds are accepted for exchange as contemplated in this Letter of Transmittal, the Company will acquire good and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements, other obligations relating to their sale or transfer and adverse claims. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Company or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THE BOXES

o

CHECK HERE IF TENDERED ROBBINS BONDS ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE BOX 4 BELOW.

o

CHECK HERE IF TENDERED ROBBINS BONDS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE BOX 5 BELOW.

Name

Address

Box 1
DESCRIPTION OF ROBBINS BONDS TENDERED

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Robbins Bonds Certificate(s))	Robbins Bonds tendered (Attach additional signed list if necessary)
	Robbins Bonds Securities Certificate Number(s)*	Aggregate Principal Amount Represented by Certificate(s)*	Aggregate Principal Amount Tendered**
	Total

*	Need not be completed if Robbins Bonds are being tendered by book-entry transfer.
**	Unless otherwise indicated, it will be assumed that all Robbins Bonds represented by certificates delivered to the Exchange Agent are being tendered. See Instruction 3.

Box 2
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4, 5, and 6)

        To be completed ONLY if the certificates for Robbins Bonds not exchanged and/or the Common Shares are to be issued in the name of someone other than the undersigned or if Robbins Bonds delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

        Issue: Common Shares and/or Robbins Bonds to:

Name(s):	(Please Print or Type)
Address:	(Include Zip Code)
(Taxpayer Identification or Social Security Number)

        o Credit unexchanged Robbins Bonds delivered by book-entry transfer to the DTC account set forth below:

(DTC Account Number)

Box 3
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6)

        To be completed ONLY if certificates for the Robbins Bonds not tendered or not accepted and/or the Common Shares are to be sent to someone other than the undersigned at an address other than that shown below the undersigned's signature(s).

        Mail: o Common Shares and any untendered Robbins Bonds to:

Name(s):	(Please Print or Type)
Address:	(Include Zip Code)
(Taxpayer Identification or Social Security Number)

Box 4
USE OF GUARANTEED DELIVERY
(See Instruction 1)

        To be completed ONLY if Robbins Bonds are being tendered by means of a notice of guaranteed delivery.

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed

Delivery:

Name of Institution which Guaranteed

Delivery:

Box 5
USE OF BOOK-ENTRY TRANSFER
(See Instruction 1)

        To be completed ONLY if delivery of Robbins Bonds is to be made by book-entry transfer.

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Box 6
TENDERING HOLDER SIGNATURE
(See Instructions 1 and 4)

x
x
	(Signature of Registered Holder(s) or Authorized Signatory)

        Note: The above lines must be signed by the registered holder(s) of Robbins Bonds as their name(s) appear(s) on the Robbins Bonds or by person(s) authorized to become registered holder(s) (evidence of which authorization must be transmitted with this Letter of Transmittal). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, that person must set forth his or her full title below. See Instruction 4.

Name(s):

Capacity:

Street Address:

(Include Zip Code)

(Area Code and Telephone Number)

(Tax Identification or Social Security Number)

Signature Guarantee
(If Required by Instruction 4)

Authorized Signature

Name:
(Please Print or Type)

Title:

Name of Firm:
(Must be an Eligible Institution as defined in Instruction 1)

Address:
(Include Zip Code)

Area Code and Telephone Number:

Dated:

INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

        1.    Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery.    This Letter of Transmittal is to be used if (a) certificates for Robbins Bonds are to be physically delivered to the Exchange Agent herewith or (b) tenders are to be made according to the guaranteed delivery procedures. For holders whose Robbins Bonds are being delivered pursuant to the procedures for book-entry transfer, all as set forth in the Prospectus, delivery of an Agent's Message by DTC will satisfy the terms of the Exchange Offer in lieu of execution and delivery of a Letter of Transmittal by the participant(s) identified in the Agent's Message.

        To validly tender Robbins Bonds, either (a) the Exchange Agent must receive a properly completed and duly executed copy of this Letter of Transmittal (or a facsimile thereof) with any required signature guarantees, together with either a properly completed and duly executed Notice of Guaranteed Delivery or certificates for the Robbins Bonds, or an Agent's Message, as the case may be, and any other documents required by this Letter of Transmittal or (b) a holder of Robbins Bonds must comply with the guaranteed delivery procedures set forth below.

        Holders of Robbins Bonds who desire to tender Robbins Bonds pursuant to the Exchange Offer and whose certificates representing the Robbins Bonds are not lost but are not immediately available, or time will not permit all required documents to reach the Exchange Agent before 5:00 p.m., New York City time, on the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may still exchange their Robbins Bonds by complying with the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities, and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery." Pursuant to those procedures, (a) you tender your Robbins Bonds by or through a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program; (b) on or prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer, the exchange agent has received from such participant a properly completed and validly executed notice of guaranteed delivery, by manually signed facsimile transmission, mail or hand delivery, in substantially the form provided with this prospectus; and (c) the exchange agent receives a properly completed and validly executed Letter of Transmittal (or facsimile thereof) together with any required signature guarantees, or a book-entry confirmation, and any other required documents, within three NYSE trading days of the notice of guaranteed delivery.

        The method of delivery of this Letter of Transmittal, the certificates for Robbins Bonds and other required documents is at the election and risk of the tendering holder. Except as otherwise provided in this Letter of Transmittal and in the Prospectus, delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, we recommend that the holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent before 5:00 p.m., New York City time, on the Expiration Date.

        2.    Beneficial Owner Instructions to Registered Holders.    Only a holder of Robbins Bonds or the holder's legal representative or attorney-in-fact, or a person who has obtained a properly completed irrevocable proxy acceptable to the Company that authorizes such person, or that person's legal representative or attorney-in-fact, to tender Robbins Bonds on behalf of the holder may validly tender the Robbins Bonds. Any Beneficial Owner of tendered Robbins Bonds who is not the registered holder must arrange promptly with the registered holder to execute and deliver this Letter of Transmittal, or an Agent's Message by DTC, on his or her behalf through the execution and delivery to the registered holder of the Instructions of Registered Holder and/or DTC Participant from Beneficial Owner from accompanying this Letter of Transmittal.

        3.    Partial Tenders.    A holder may tender all or a portion of Robbins Bonds, but only in minimum increments of $[    ] in principal amount. If a holder tenders less than all Robbins Bonds, such holder should fill in the number of Robbins Bonds so tendered in the column labeled "Aggregate Principal

Amount Tendered" of Box 1 above. The entire principal amount of Robbins Bonds delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

        4.    Signatures on the Letter of Transmittal; Signature Guarantees.    If this Letter of Transmittal is signed by the registered holder(s) of the tendered Robbins Bonds, the signature must correspond with the name(s) as written on the face of the tendered Robbins Bonds without alteration, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC whose name is shown on a security position listing as the owner of the Robbins Bonds tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of the Robbins Bonds.

        If any of the tendered Robbins Bonds are registered in the name of two or more holders, all holders must sign this Letter of Transmittal. If any Robbins Bonds tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of the Letter of Transmittal as there are different registrations of certificates.

        If this Letter of Transmittal or any Robbins Bond or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the company of such person's authority to so act must be submitted.

        When this Letter of Transmittal is signed by the registered holders of the Robbins Bonds tendered hereby, no endorsements of the Robbins Bonds or separate instruments of transfer are required unless Common Shares, or Robbins Bonds not tendered or exchanged, are to be issued to a person other than the registered holders, in which case signatures on the Robbins Bonds or instruments of transfer must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution.

        Signatures on the Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program, each a Medallion Signature Guarantor, unless the Robbins Bonds tendered thereby are tendered: (1) by a holder whose name appears on a security position listing as the owner of those Robbins Bonds, who has not completed any of the boxes entitled "Special Instructions" or "Special Delivery Instructions" on the applicable Letter of Transmittal; or (2) for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States referred to as an "Eligible Guarantor Institution."

        If the holder of the Robbins Bonds being tendered is a person other than the signer of the related Letter of Transmittal, or if Robbins Bonds not accepted for exchange or Robbins Bonds previously tendered and being withdrawn are to be returned to a person other than the registered holder or a DTC participant, then the signatures on the Letter of Transmittal accompanying the tendered Robbins Bonds must be guaranteed by a Medallion Signature Guarantor as described above.

        The Letter of Transmittal and Robbins Bonds should be sent only to the Exchange Agent, and not to the Company or DTC.

        5.    Special Issuance and Delivery Instructions.    Tendering holders should indicate, in the appropriate box (Box 2 or 3), the name and address to which the Common Shares and/or substitute certificates evidencing Robbins Bonds for principal amounts not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. Holders of Robbins Bonds tendering Robbins Bonds by book-entry transfer may request that Robbins Bonds not exchanged be credited to such account maintained at DTC as the holder may designate on this Letter of Transmittal. If no instructions are given, the Robbins Bonds not exchanged will be returned to the name or address of the person signing this Letter of Transmittal.

        6.    Transfer Taxes.    The Company will pay all transfer taxes, if any, applicable to the exchange of Robbins Bonds pursuant to the Exchange Offer. If, however, Robbins Bonds for principal amounts not accepted for tender are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Robbins Bonds, or if tendered new Common Shares are to be registered in the name of any person other than the person signing the Letter of Transmittal or, in the case of tender through DTC transmitting instructions through ATOP, or if a transfer tax is imposed for any reason other than the exchange of Robbins Bonds pursuant to the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other person) will be payable by the tendering holder.

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the tendered Robbins Bonds listed in this Letter of Transmittal.

        7.    Validity of Tenders.    Foster Wheeler Ltd. expressly reserves the right to terminate the Exchange Offer and the Consent Solicitation and not to accept for exchange any Robbins Bonds if any of the conditions set forth under "The Exchange Offer and the Consent Solicitation—Conditions to the Exchange Offer" have not been satisfied or waived by Foster Wheeler Ltd. at its option for any reason on or before 5:00 p.m., New York City time, on the Expiration Date. In all cases, exchange of the Robbins Bonds accepted for exchange and payment of the common shares will be made only after timely receipt by the exchange agent of certificates representing the original Robbins Bonds, or by confirmation of book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, a manually signed facsimile of the Letter of Transmittal, or satisfaction of DTC's ATOP procedures, and any other documents required by the Letter of Transmittal.

        8.    Irregularities.    Foster Wheeler Ltd. will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Robbins Bonds, which determination shall be final and binding. Foster Wheeler Ltd. reserves the absolute right to reject any and all tenders of any particular Robbins Bonds not properly tendered or to not accept any particular Robbins Bonds which acceptance might, in the judgment of Foster Wheeler Ltd. or its counsel, be unlawful. Foster Wheeler Ltd. also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Robbins Bonds either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender Robbins Bonds in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Robbins Bonds either before or after the expiration date (including the Letter of Transmittal and the instructions thereto) by Foster Wheeler Ltd. shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Robbins Bonds for exchange must be cured within such reasonable period of time as Foster Wheeler Ltd. shall determine. Neither Foster Wheeler Ltd., the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Robbins Bonds for exchange, nor shall any of them incur any liability for failure to give such notification.

        9.    No Conditional Tenders.    No alternative, conditional or contingent tender of Robbins Bonds or transmittal of this Letter of Transmittal will be accepted.

        10.    Mutilated, Lost, Stolen or Destroyed Robbins Bonds.    Any holder whose Robbins Bonds have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated in this Letter of Transmittal for further instructions.

        11.    Requests for Assistance or Additional Copies.    Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Information Agent at the address and telephone number indicated in this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

        12.    Acceptance of Tendered Robbins Bonds and Issuance of Common Shares; Return of Robbins Bonds.    Subject to the terms and conditions of the Exchange Offer, the Company will accept for

exchange all validly tendered Robbins Bonds as soon as practicable after the Expiration Date and will issue Common Shares for the Robbins Bonds as soon as practicable thereafter. For purposes of the Exchange Offer, the Company will be deemed to have accepted tendered Robbins Bonds when, as and if the Company has given written or oral notice (immediately followed in writing) of acceptance to the Exchange Agent. If any tendered Robbins Bonds are not exchanged pursuant to the Exchange Offer for any reason, those unexchanged Robbins Bonds will be returned, without expense, to the tendering holder at the address shown in Box 1 or at a different address as may be indicated in this Letter of Transmittal under "Special Delivery Instructions" (Box 3).

        13.    Withdrawal.    Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Withdrawals of Tenders and Revocation of Consents." If the Company elects to provide a subsequent offering period after the expiration of the exchange offer, you will not have the right to withdraw any Robbins Bonds that you tender during any subsequent offering period.

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NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THE BOXES
Box 1 DESCRIPTION OF ROBBINS BONDS TENDERED
Box 2 SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 4, 5, and 6)
Box 3 SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4, 5 and 6)
Box 4 USE OF GUARANTEED DELIVERY (See Instruction 1)
Box 5 USE OF BOOK-ENTRY TRANSFER (See Instruction 1)
Box 6 TENDERING HOLDER SIGNATURE (See Instructions 1 and 4)
INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

EX-99.12

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Exhibit 99.12

NOTICE OF GUARANTEED DELIVERY
for tender of
Any and all outstanding 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)

Pursuant to the Prospectus dated                        , 2004

        This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates representing the 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") are not immediately available, or (ii) if the procedures for book-entry transfer cannot be completed on a timely basis, or (iii) if time will not permit all required documents to reach the Exchange Agent as soon as possible and, in any event, prior to the Expiration Date (as defined in the Prospectus). This Notice of Guaranteed Delivery may be delivered by hand, transmitted by telegram, telex, facsimile transmission or mailed to the Exchange Agent. See "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery" in the Prospectus.

        The exchange offer and consent solicitation will expire at 5:00 p.m., New York City time, on                        , 2004, which we refer to as the Expiration Date, unless extended by us. You may revoke your tender and your consent at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

The Exchange Agent for the Offer is:
The Bank of New York, London Branch

By Mail:	Facsimile Transmission:	By Hand or Overnight Courier:
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: Kin Lau	(for Eligible Institutions only) The Bank of New York, London branch c/o The Bank of New York Attention: Kin Lau 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: Kin Lau (212) 815-3750
For Confirmation Telephone: (212) 815-3750
The Information Agent (the "Information Agent") for the Offer is:
Georgeson Shareholder Communications Inc. 17 State Street, 10th Floor New York, New York 10014 Banks and Brokers call: (212) 440-9800 All other Shareholders call toll free: (800) 891-3214

Delivery of this Notice of Guaranteed Delivery to an address or via a facsimile other than as set forth above, or transmission of instructions via a facsimile transmission other than as set forth above, will not constitute a valid delivery to the Exchange Agent.

        This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined below) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal (the "Letter of Transmittal").

        An Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal or an Agent's Message (as defined in the Prospectus under "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities and Delivering Your Consent to the Proposed Amendments—Tender of Securities Held Through DTC") and Robbins Bonds to the Exchange Agent within the time period specified herein. Failure to do so could result in financial loss to the Eligible Institution.

Ladies and Gentlemen:

        The undersigned hereby tenders to Foster Wheeler Ltd., upon the terms and subject to the conditions set forth in the Prospectus dated                        , 2004 (the "Prospectus"), the Letter of Transmittal (which together with the Prospectus, as they may be amended or supplemented from time to time, constitute the "Offer"), receipt of which is hereby acknowledged, and accept the Offer in accordance with its terms in respect of the number of Robbins Bonds specified below pursuant to the guaranteed delivery procedure described under "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery" in the Prospectus.

Robbins Bonds Certificate Number(s) (if available):	Name of Record Holder(s):
	Please Type or Print
Aggregate Principal Amount Represented by Certificate(s):	Address(es)
	Zip Code
Aggregate Principal Amount Tendered:
Please check box if Robbins Bonds will be tendered by book-entry transfer:	Area Code and Telephone Number(s)
Account Number:	Signature(s) of Holder(s)
Date:	Dated:                         , 2004

        The Notice of Guaranteed Delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificates for Robbins Bonds or on a security position listing as the owner of Robbins Bonds, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, that person must provide the following information.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

GUARANTEE

(Not to be used for signature guarantee)

        The undersigned, a firm which is a member of the Medallion Signature Guarantee Program, or any other "eligible guarantor institution", as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"), guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either Robbins Bonds tendered hereby in proper form for transfer, or confirmation of book-entry transfer of such Robbins Bonds in the Exchange Agent's account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message in the case of a book-entry transfer, and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange business day following the date hereof.

Name of Firm	Authorized Signature
Address	Title
	Name:
Zip Code	Please Type or Print
Area Code and Telephone Number(s)	Date:                         , 2004

DO NOT SEND CERTIFICATES FOR ROBBINS BONDS WITH THIS NOTICE OF GUARANTEED DELIVERY. SUCH CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

        1.     Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth in this Notice of Guaranteed Delivery before the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder of Robbins Bonds, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured. As an alternative to delivery by mail the holders may wish to use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see the Prospectus and Instruction 1 of the Letter of Transmittal.

        2.     Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Robbins Bonds referred to in this Notice of Guaranteed Delivery, the signatures must correspond with the name(s) written on the face of the Robbins Bonds without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of DTC whose name appears on a security position listing as the owner of the Robbins Bonds, the signature must correspond with the name shown on the security position listing as the owner of the Robbins Bonds.

        If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Robbins Bonds listed or a participant of DTC whose name appears on a security position listing as the owner of the Robbins Bonds, this Notice of Guaranteed Delivery must be accompanied by appropriate stock powers, signed as the name(s) of the registered holder(s) appear(s) on the Robbins Bonds or signed as the name of the participant is shown on DTC's security position listing.

        If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing and submit with the Notice of Guaranteed Delivery evidence satisfactory to the Company of the person's authority to so act.

        3.     Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus, the Letter of Transmittal or this Notice of Guaranteed Delivery may be directed to the Information Agent at the address specified in this Notice of Guaranteed Delivery and in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

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GUARANTEE (Not to be used for signature guarantee)
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

EX-99.13

EXHIBIT 99.13

FOSTER WHEELER LTD.
Offer to Exchange Common Shares
for
Any and all outstanding 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)

Pursuant to the Prospectus Dated                    , 2004

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2004, WHICH WE REFER TO AS THE EXPIRATION DATE, UNLESS EXTENDED BY US. YOU MAY REVOKE YOUR TENDER AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                    , 2004

To Brokers, Dealers, Commercial Banks,
Trust Companies, Other Nominees and Depositary Trust Company Participants:

        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 its Common Shares (the "Common 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").

        For your information and for forwarding to your clients for whom you hold Robbins Bonds registered in your name or in the name of your nominee, we are enclosing the following documents:

        1.     The Prospectus, dated            , 2004;

        2.     The Letter of Transmittal for your use and for the information of your clients. Facsimile copies of the Letter of Transmittal with manual signature(s) may be used to tender Robbins Bonds;

        3.     The Notice of Guaranteed Delivery to be used to accept the Exchange Offer (i) if certificates evidencing Robbins Bonds are not immediately available or (ii) if procedures for book-entry transfer cannot be completed prior to the expiration date or (iii) if time will not permit all required documents to reach The Bank of New York, London Branch prior to the expiration date;

        4.     A letter which may be sent to your clients for whose accounts you hold Robbins Bonds registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; and

        5.     Instruction to Registered Holder and/or a form of Book-Entry Transfer Participant from Owner.

        WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON                        , 2004, UNLESS THE OFFER IS EXTENDED.

        The Company will not pay any fees to any broker or dealer or other person for soliciting tenders of the Robbins Bonds. You will be reimbursed for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients.

        Any inquiries you may have with respect to the Exchange Offer should be addressed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover page of the Prospectus.

        Additional copies of the enclosed material may be obtained from the Information Agent or the Dealer Manager, at their respective addresses and telephone numbers set forth on the back of the Prospectus.

Very truly yours,
ROTHSCHILD INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF FOSTER WHEELER LTD., FOSTER WHEELER LLC, THE DEALER MANAGER, THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR OF ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THE FOREGOING IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

EX-99.14

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EXHIBIT 99.14

FOSTER WHEELER LTD.
Offer to Exchange Common Shares
for
Any and all outstanding 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)

Pursuant to the Prospectus Dated            , 2004

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004, WHICH WE REFER TO AS THE EXPIRATION DATE, UNLESS EXTENDED BY US. YOU MAY REVOKE YOUR TENDER AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                        , 2004

To Our Clients:

        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") 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"), subject to the procedures and limitations described in the Prospectus dated            , 2004 and related Letter of Transmittal. This material relating to the Exchange Offer and Consent Solicitation is being forwarded to you as the beneficial owner of Robbins Bonds carried by us for your account or benefit but not registered in your name. A tender of such Robbins Bonds and delivery of a consent to the Proposed Amendments (described below) can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Robbins Bonds held by us for your account or deliver a consent to the Proposed Amendments.

        We request instructions as to whether you wish us to tender any or all of the Robbins Bonds held by us for your account, upon the terms and subject to the conditions set forth in the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal.

        If you wish to have us tender any or all of your Robbins Bonds, please so instruct us by completing, executing and returning to us the instruction form set forth on the reverse side of this letter. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Robbins Bonds, all such Robbins Bonds will be tendered unless otherwise specified on the reverse side of this letter. Your instructions should be forwarded to us in sufficient time to permit us to submit a tender on your behalf prior to the expiration of the Offer.

INSTRUCTIONS WITH RESPECT TO THE
OFFER TO EXCHANGE

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer and the Consent Solicitation.

        This will instruct you to tender the number of Robbins Bonds indicated below (or if no number is indicated below, all Robbins Bonds) that are held by you for the account of the undersigned and to deliver consent to the Proposed Amendments.

        Aggregate Principal Amount of Robbins Bonds to be Tendered*:           

Date:                         , 2004

Signature(s)

Print Name(s)

Print Address(es)

Area Code and Telephone Number

Tax ID or Social Security Number

*

Unless otherwise indicated, it will be assumed that all Robbins Bonds held by us for your account are to be tendered.

        If the undersigned instructs you to tender the Robbins Bonds held by you for the account of the undersigned, it is understood that you are authorized:

        (a)   to make on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that:

          (i)  the undersigned's principal residence is in the state of (fill in state)            ,

         (ii)  the undersigned has full power and authority to tender, exchange, assign and transfer the Robbins Bonds tendered, and Foster Wheeler Ltd. will acquire good and unencumbered title to the Robbins Bonds being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale arrangements or other obligations relating to their sale or transfer, and are not subject to any adverse claim when the Robbins Bonds are accepted by Foster Wheeler Ltd.

        (b)   to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and

        (c)   to take any other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of the Robbins Bonds.

PLEASE RETURN THIS FORM TO THE BROKERAGE
FIRM MAINTAINING YOUR ACCOUNT

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INSTRUCTIONS WITH RESPECT TO THE OFFER TO EXCHANGE

EX-99.15

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Exhibit 99.15

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 dated as of October 15, 1999 from Village of Robbins, Cook County, Illinois, to
SunTrust Bank, Central Florida, National Association, as Trustee) (the "Old Securities")

To be exchanged for Common Shares of
Foster Wheeler Ltd. (the "New Securities")

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

        The undersigned hereby acknowledges receipt of the Prospectus dated [            ], 2004 (the "Prospectus") of Foster Wheeler Ltd., a Bermuda company (the "Parent"), Foster Wheeler LLC, a Delaware limited liability company ("LLC"), and the subsidiary guarantors set forth in the Prospectus and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Parent's offer (the "Exchange Offer"). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus or the Letter of Transmittal.

        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.

        The aggregate face amount of the Old Securities held by you for the account of the undersigned is (fill in amount):

        $ in aggregate principal amount of the 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)

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

        o To TENDER the following Old Securities held by you for the account of the undersigned (insert principal amount of Old Securities to be tendered, if any):

        $ in aggregate principal amount of the 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)

        o NOT to TENDER any Old Securities held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Old Securities held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an "affiliate" of the Parent, LLC or the subsidiary guarantors, (ii) any New Securities to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Securities. If the

undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Old Securities, it represents that such Old Securities were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Securities. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Securities, such broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

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EX-99.16

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Exhibit 99.16

FOSTER WHEELER LTD.
Offer to Exchange 6³/4% Senior Notes due            issued by Foster Wheeler LLC
and Guaranteed by Foster Wheeler Ltd. and the subsidiary guarantors
for
Any and all outstanding 6³/4% Senior Notes due 2005 issued by Foster Wheeler LLC
and Guaranteed by Foster Wheeler Ltd. and the subsidiary guarantors.

and Solicitation of Consents to Proposed Amendments to the
Indenture Relating to the 6³/4% Senior Notes Due 2005

Pursuant to the Prospectus Dated                        , 2004

THE EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2004, WHICH WE REFER TO AS THE EXPIRATION DATE, UNLESS EXTENDED BY US. YOU MAY REVOKE YOUR TENDER AND YOUR CONSENT AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

The Exchange Agent (the "Exchange Agent") for the Offer is:

The Bank of New York, London branch

By Mail:	Facsimile Transmission:	By Hand or Overnight Courier:
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: Kin Lau	The Bank of New York, London branch c/o The Bank of New York Attention: Kin Lau 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: Kin Lau (212) 815-3750
The Information Agent (the "Information Agent") for the Offer is:
Georgeson Shareholder Communications Inc. 17 State Street, 10th Floor New York, New York 10014 Banks and Brokers call: (212) 440-9800 All other Shareholders call toll free: (800) 891-3214

Delivery of this Letter of Transmittal and Consent to an address other than as set forth above, will not constitute a valid delivery unless an agent's message is delivered in accordance with instruction 1 to this Letter of Transmittal and Consent.

        Holders who tender 2005 Notes will be deemed to consent to the amendments to the terms of the indenture governing the 6³/4% Senior Notes due 2005 issued by Foster Wheeler LLC (as described under "The Proposed Amendments" in the accompanying Prospectus). The completion, execution and delivery of this Letter of Transmittal and Consent will constitute a consent to such amendments and to the execution and delivery of a supplemental indenture by Foster Wheeler LLC, the guarantors and the trustee thereunder. Holders may not deliver a consent without tendering 2005 Notes. The Exchange Offer is made upon the terms and subject to the conditions set forth in the Prospectus and herein. Holders of 2005 Notes should carefully review the information set forth herein and therein.

        The undersigned hereby acknowledges receipt of the Prospectus dated                        , 2004 (the "Prospectus") of Foster Wheeler LLC., (the "Company"), a Delaware company, and this Letter of Transmittal and Consent, which together constitute (i) the Company's offer (the "Exchange Offer") to exchange its 6³/4% Senior Secured Notes due (the "New Notes") issued by the Company and guaranteed by Foster Wheeler Ltd. and the subsidiary guarantors set forth in the Prospectus (collectively, with Foster Wheeler Ltd., the "Guarantors") for any and all outstanding 6³/4% Senior Secured Notes due            (the "New Notes") issued by the Company and guaranteed by the Guarantors and (ii) Foster Wheeler LLC's solicitation (the "Consent Solicitation") of consents (the "Consent") upon the terms and subject to the conditions set forth in the Prospectus, from holders of the 2005 Notes to the adoption of certain proposed amendments described in the accompanying Prospectus under "The Proposed Amendments" (the "Proposed Amendments") to the terms of the indenture governing the 2005 Notes issued by Foster Wheeler LLC. The completion, execution and delivery of this Letter of Transmittal and Consent by a Holder in connection with the tender of 2005 Notes will be deemed to constitute the Consent of such tendering holder to the Proposed Amendments with respect to the 2005 Notes so tendered. Holders may not deliver Consent without tendering their 2005 Notes in the exchange offer and Holders may not tender without delivering Consent.

        For each $1,000 in aggregate principal amount of 2005 Notes accepted for exchange, the holder of those 2005 Notes will receive $1,000 in aggregate principal amount of New Notes.

        This Letter of Transmittal and Consent is to be completed by a holder of 2005 Notes either if certificates are to be forwarded with the Letter of Transmittal and Consent or if a tender of certificates for 2005 Notes, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at the Depository Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus under "The Exchange Offer and Consent Solicitation—Book Entry Delivery Procedures." Holders of 2005 Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their 2005 Notes into the Exchange Agent's account at DTC (a "Book-Entry Confirmation") and all other documents required by this Letter of Transmittal and Consent to the Exchange Agent on or before                        , 2004 (the "Expiration Date"), must tender their 2005 Notes according to the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer and Consent Solicitation—Procedures for Tendering Your Securities, and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery." See Instruction 1. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

        The undersigned hereby delivers Consent to the Proposed Amendments and tenders the 2005 Notes described in Box 1 below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal and Consent. The undersigned is the registered owner of all the tendered 2005 Notes and the undersigned represents that it has received from each beneficial owner of the tendered 2005 Notes (collectively, the "Beneficial Owners") a duly completed and executed form of "Instructions with respect to the Offer to Exchange," a form of which is attached to the "Letter to Clients" accompanying this Letter of Transmittal and Consent, instructing the undersigned to take the action described in this Letter of Transmittal and Consent.

        Subject to, and effective upon, the acceptance for exchange of the tendered 2005 Notes, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company, all right, title and interest in, to, and under the 2005 Notes that are being tendered hereby, waives any and all other rights with respect to such 2005 Notes and releases and discharges the Company from any and all claims the undersigned may have now, or may have in the future, arising out of, or related to, such 2005 Notes, including without limitation, any claims that the undersigned is entitled to receive additional principal or interest payments with respect to such 2005 Notes or to participate in any redemption of such 2005 Notes.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the 2005 Notes, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver the tendered 2005 Notes to the Company or cause ownership of the tendered 2005 Notes to be transferred to, or upon the order of, the Company, on the books of the registrar for the 2005 Notes and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned's agent, of the Common Shares to which the undersigned is entitled upon acceptance by the Company of the tendered 2005 Notes pursuant to the Exchange Offer, (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the tendered 2005 Notes and (iii) deliver to Foster Wheeler LLC, the Guarantors and BNY Midwest Trust Company, as trustee under the indenture governing the 2005 Notes, this Letter of Transmittal and Consent as evidence of the undersigned's Consent to the Proposed Amendments, all in accordance with the terms and conditions of the Exchange Offer and Consent Solicitation, as described in the Prospectus.

        The undersigned agrees and acknowledges that, by the execution and delivery hereof, the undersigned makes and provides the written Consent, with respect to the 2005 Notes tendered hereby, to the Proposed Amendments. The undersigned understands that the Consent delivered hereby shall remain in full force and effect unless the tender of the 2005 Notes is validly revoked prior to the Expiration Date in accordance with the procedures set forth in the Prospectus and this Letter of Transmittal and Consent, which procedures are hereby agreed to be applicable.

        Unless otherwise indicated under "Special Issuance Instructions" below (Box 2), please issue the Common Shares exchanged for tendered 2005 Notes in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions" below (Box 3), please send or cause to be sent the certificates for the Common Shares (and accompanying documents, as appropriate) to the undersigned at the address shown below in Box 1 or provide the name of the account at DTC to which the Common Shares should be issued.

        The undersigned understands that tenders of 2005 Notes and delivery of Consent pursuant to the procedures described under the caption "The Exchange Offer and the Consent Solicitation" in the Prospectus and in the instructions to this Letter of Transmittal and Consent will constitute a binding agreement between the undersigned and the Company upon the terms of the Exchange Offer set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Terms of the Exchange Offer," and subject to the conditions of the Exchange Offer set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Conditions to the Exchange Offer," subject only to withdrawal of tenders on the terms set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Withdrawal of Tenders and Revocation of Consents." All authority conferred in this Letter of Transmittal and Consent or agreed to be conferred will survive the death, bankruptcy or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned of any Beneficial Owners under this Letter of Transmittal and Consent will be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned and such Beneficial Owner(s).

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the 2005 Notes being surrendered and to deliver the Consent contained herein, and that, when the 2005 Notes are accepted for exchange as contemplated in this

Letter of Transmittal and Consent, the Company will acquire good and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements, other obligations relating to their sale or transfer and adverse claims. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Company or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THE BOXES

o

CHECK HERE IF TENDERED 2005 NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE BOX 4 BELOW.

o

CHECK HERE IF TENDERED 2005 NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE BOX 5 BELOW.

Name

Address

Box 1
DESCRIPTION OF 2005 NOTES TENDERED

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on 2005 Notes Certificate(s))	2005 Notes tendered (Attach additional signed list if necessary)
	Trust Securities Certificate Number(s)*	Aggregate Principal Amount Represented by Certificate(s)*	Aggregate Principal Amount Tendered**
	Total

*	Need not be completed if 2005 Notes are being tendered by book-entry transfer.
**	Unless otherwise indicated, it will be assumed that all 2005 Notes represented by certificates delivered to the Exchange Agent are being tendered. See Instruction 3.

Box 2
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4, 5, and 6)

To be completed ONLY if the certificates for 2005 Notes not exchanged and/or the Common Shares are to be issued in the name of someone other than the undersigned or if 2005 Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

        Issue: Common Shares and/or 2005 Notes to:

Name(s):	(Please Print or Type)
Address:	(Include Zip Code)
(Taxpayer Identification or Social Security Number)

        o Credit unexchanged 2005 Notes delivered by book-entry transfer to the DTC account set forth below:

(DTC Account Number)

Box 3
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6)

To be completed ONLY if certificates for the 2005 Notes not tendered or not accepted and/or the Common Shares are to be sent to someone other than the undersigned at an address other than that shown below the undersigned's signature(s).

        Mail: o Common Shares and any untendered 2005 Notes to:

Name(s):	(Please Print or Type)
Address:	(Include Zip Code)
(Taxpayer Identification or Social Security Number)

Box 4
USE OF GUARANTEED DELIVERY
(See Instruction 1)

        To be completed ONLY if 2005 Notes are being tendered by means of a notice of guaranteed delivery.

Name(s) of Registered Holder(s):

Date of Execution of Notice of Guaranteed

Delivery:

Name of Institution which Guaranteed

Delivery:

Box 5
USE OF BOOK-ENTRY TRANSFER
(See Instruction 1)

        To be completed ONLY if delivery of 2005 Notes is to be made by book-entry transfer.

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Box 6
TENDERING HOLDER SIGNATURE
(See Instructions 1 and 4)

x
x
	(Signature of Registered Holder(s) or Authorized Signatory)

        Note: The above lines must be signed by the registered holder(s) of 2005 Notes as their name(s) appear(s) on the 2005 Notes or by person(s) authorized to become registered holder(s) (evidence of which authorization must be transmitted with this Letter of Transmittal and Consent). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, that person must set forth his or her full title below. See Instruction 4.

Name(s):

Capacity:

Street Address:

(Include Zip Code)

(Area Code and Telephone Number)

(Tax Identification or Social Security Number)

Signature Guarantee
(If Required by Instruction 4)

Authorized Signature

Name:
(Please Print or Type)

Title:

Name of Firm:
(Must be an Eligible Institution as defined in Instruction 1)

Address:
(Include Zip Code)

Area Code and Telephone Number:

Dated:

INSTRUCTIONS TO LETTER OF TRANSMITTAL AND CONSENT
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

        1.    Delivery of this Letter of Transmittal and Consent and Certificates; Guaranteed Delivery.    This Letter of Transmittal and Consent is to be used if (a) certificates for 2005 Notes are to be physically delivered to the Exchange Agent herewith or (b) tenders are to be made according to the guaranteed delivery procedures. For holders whose 2005 Notes are being delivered pursuant to the procedures for book-entry transfer, all as set forth in the Prospectus, delivery of an Agent's Message by DTC will satisfy the terms of the Exchange Offer in lieu of execution and delivery of a Letter of Transmittal and Consent by the participant(s) identified in the Agent's Message.

        To validly tender 2005 Notes and deliver Consent, either (a) the Exchange Agent must receive a properly completed and duly executed copy of this Letter of Transmittal and Consent (or a facsimile thereof) with any required signature guarantees, together with either a properly completed and duly executed Notice of Guaranteed Delivery or certificates for the 2005 Notes, or an Agent's Message, as the case may be, and any other documents required by this Letter of Transmittal and Consent or (b) a holder of 2005 Notes must comply with the guaranteed delivery procedures set forth below.

        Holders of 2005 Notes who desire to tender 2005 Notes pursuant to the Exchange Offer and whose certificates representing the 2005 Notes are not lost but are not immediately available, or time will not permit all required documents to reach the Exchange Agent before 5:00 p.m., New York City time, on the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may still exchange their 2005 Notes by complying with the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities, and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery." Pursuant to those procedures, (a) you tender your 2005 Notes by or through a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program; (b) on or prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer, the exchange agent has received from such participant a properly completed and validly executed notice of guaranteed delivery, by manually signed facsimile transmission, mail or hand delivery, in substantially the form provided with this prospectus; and (c) the exchange agent receives a properly completed and validly executed Letter of Transmittal and Consent (or facsimile thereof) together with any required signature guarantees, or a book-entry confirmation, and any other required documents, within three NYSE trading days of the notice of guaranteed delivery.

        The method of delivery of this Letter of Transmittal and Consent, the certificates for 2005 Notes and other required documents is at the election and risk of the tendering holder. Except as otherwise provided in this Letter of Transmittal and Consent and in the Prospectus, delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, we recommend that the holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent before 5:00 p.m., New York City time, on the Expiration Date.

        2.    Beneficial Owner Instructions to Registered Holders.    Only a holder of 2005 Notes or the holder's legal representative or attorney-in-fact, or a person who has obtained a properly completed irrevocable proxy acceptable to the Company that authorizes such person, or that person's legal representative or attorney-in-fact, to tender 2005 Notes on behalf of the holder may validly tender the 2005 Notes and thereby validly deliver a consent to the proposed amendments with respect to those 2005 Notes. Any Beneficial Owner of tendered 2005 Notes who is not the registered holder must arrange promptly with the registered holder to execute and deliver this Letter of Transmittal and Consent, or an Agent's Message by DTC, on his or her behalf through the execution and delivery to the registered holder of the Instructions of Registered Holder and/or DTC Participant from Beneficial Owner from accompanying this Letter of Transmittal and Consent.

        3.    Partial Tenders.    A holder may tender all or a portion of 2005 Notes, but only in minimum increments of $1,000 in principle amount. If a holder tenders less than all 2005 Notes, such holder

should fill in the number of 2005 Notes so tendered in the column labeled "Aggregate Principal Amount Tendered" of Box 1 above. The entire principle amount of 2005 Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

        4.    Signatures on the Letter of Transmittal and Consent; Signature Guarantees.    If this Letter of Transmittal and Consent is signed by the registered holder(s) of the tendered 2005 Notes, the signature must correspond with the name(s) as written on the face of the tendered 2005 Notes without alteration, enlargement or any change whatsoever. If this Letter of Transmittal and Consent is signed by a participant in DTC whose name is shown on a security position listing as the owner of the 2005 Notes tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of the 2005 Notes.

        If any of the tendered 2005 Notes are registered in the name of two or more holders, all holders must sign this Letter of Transmittal and Consent. If any 2005 Notes tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of the Letter of Transmittal and Consent as there are different registrations of certificates.

        If this Letter of Transmittal and Consent or any 2005 Note or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the company of such person's authority to so act must be submitted.

        When this Letter of Transmittal and Consent is signed by the registered holders of the 2005 Notes tendered hereby, no endorsements of the 2005 Notes or separate instruments of transfer are required unless Common Shares, or 2005 Notes not tendered or exchanged, are to be issued to a person other than the registered holders, in which case signatures on the 2005 Notes or instruments of transfer must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution.

        Signatures on the Letter of Transmittal and Consent must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program, each a Medallion Signature Guarantor, unless the 2005 Notes tendered thereby are tendered: (1) by a holder whose name appears on a security position listing as the owner of those 2005 Notes, who has not completed any of the boxes entitled "Special Instructions" or "Special Delivery Instructions" on the applicable Letter of Transmittal and Consent; or (2) for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States referred to as an "Eligible Guarantor Institution."

        If the holder of the 2005 Notes being tendered is a person other than the signer of the related Letter of Transmittal and Consent, or if 2005 Notes not accepted for exchange or 2005 Notes previously tendered and being withdrawn are to be returned to a person other than the registered holder or a DTC participant, then the signatures on the Letter of Transmittal and Consent accompanying the tendered 2005 Notes must be guaranteed by a Medallion Signature Guarantor as described above.

        The Letter of Transmittal and Consent and 2005 Notes should be sent only to the Exchange Agent, and not to the Company or DTC.

        5.    Special Issuance and Delivery Instructions.    Tendering holders should indicate, in the appropriate box (Box 2 or 3), the name and address to which the Common Shares and/or substitute certificates evidencing 2005 Notes for principal amounts not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing this Letter of Transmittal and Consent. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. Holders of 2005 Notes tendering 2005 Notes by book-entry transfer may request that 2005 Notes not exchanged be credited to such account maintained at DTC as the holder may designate on this Letter of Transmittal and Consent. If no instructions are

given, the 2005 Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal and Consent.

        6.    Transfer Taxes.    The Company will pay all transfer taxes, if any, applicable to the exchange of 2005 Notes pursuant to the Exchange Offer. If, however, 2005 Notes for principle amounts not accepted for tender are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the 2005 Notes, or if tendered new Common Shares are to be registered in the name of any person other than the person signing the Letter of Transmittal and Consent or, in the case of tender through DTC transmitting instructions through ATOP, or if a transfer tax is imposed for any reason other than the exchange of 2005 Notes pursuant to the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other person) will be payable by the tendering holder.

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the tendered 2005 Notes listed in this Letter of Transmittal and Consent.

        7.    Validity of Tenders.    Foster Wheeler LLC expressly reserves the right to terminate the Exchange Offer and the Consent Solicitation and not to accept for exchange any 2005 Notes if any of the conditions set forth under "The Exchange Offer and the Consent Solicitation—Conditions to the Exchange Offer" have not been satisfied or waived by Foster Wheeler LLC at its option for any reason on or before 5:00 p.m., New York City time, on the Expiration Date. In all cases, exchange of the 2005 Notes accepted for exchange and payment of the common shares will be made only after timely receipt by the exchange agent of certificates representing the original 2005 Notes and consent to the proposed amendments, or by confirmation of book-entry transfer, together with a properly completed and duly executed Letter of Transmittal and Consent, a manually signed facsimile of the Letter of Transmittal and Consent, or satisfaction of DTC's ATOP procedures, and any other documents required by the Letter of Transmittal and Consent.

        8.    Irregularities.    Foster Wheeler LLC will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of 2005 Notes, which determination shall be final and binding. Foster Wheeler LLC reserves the absolute right to reject any and all tenders of any particular 2005 Notes not properly tendered or to not accept any particular 2005 Notes which acceptance might, in the judgment of Foster Wheeler LLC or its counsel, be unlawful. Foster Wheeler LLC also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular 2005 Notes either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender 2005 Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular 2005 Notes either before or after the expiration date (including the Letter of Transmittal and Consent and the instructions thereto) by Foster Wheeler LLC shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of 2005 Notes for exchange must be cured within such reasonable period of time as Foster Wheeler LLC shall determine. Neither Foster Wheeler LLC, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of 2005 Notes for exchange, nor shall any of them incur any liability for failure to give such notification.

        9.    No Conditional Tenders.    No alternative, conditional or contingent tender of 2005 Notes or transmittal of this Letter of Transmittal and Consent will be accepted.

        10.    Mutilated, Lost, Stolen or Destroyed 2005 Notes.    Any holder whose 2005 Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated in this Letter of Transmittal and Consent for further instructions.

        11.    Requests for Assistance or Additional Copies.    Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal and Consent may be directed to the Information Agent at the address and telephone number indicated in this Letter of Transmittal and Consent. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

        12.    Acceptance of Tendered 2005 Notes and Issuance of Common Shares; Return of 2005 Notes.    Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange all validly tendered 2005 Notes as soon as practicable after the Expiration Date and will issue Common Shares for the 2005 Notes as soon as practicable thereafter. For purposes of the Exchange Offer, the Company will be deemed to have accepted tendered 2005 Notes when, as and if the Company has given written or oral notice (immediately followed in writing) of acceptance to the Exchange Agent. If any tendered 2005 Notes are not exchanged pursuant to the Exchange Offer for any reason, those unexchanged 2005 Notes will be returned, without expense, to the tendering holder at the address shown in Box 1 or at a different address as may be indicated in this Letter of Transmittal and Consent under "Special Delivery Instructions" (Box 3).

        13.    Withdrawal.    Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offer and the Consent Solicitation—Withdrawals of Tenders and Revocation of Consents." If the Company elects to provide a subsequent offering period after the expiration of the exchange offer, you will not have the right to withdraw any 2005 Notes that you tender during any subsequent offering period.

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NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THE BOXES
Box 1 DESCRIPTION OF 2005 NOTES TENDERED
Box 2 SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 4, 5, and 6)
Box 3 SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4, 5 and 6)
Box 4 USE OF GUARANTEED DELIVERY (See Instruction 1)
Box 5 USE OF BOOK-ENTRY TRANSFER (See Instruction 1)
Box 6 TENDERING HOLDER SIGNATURE (See Instructions 1 and 4)
INSTRUCTIONS TO LETTER OF TRANSMITTAL AND CONSENT FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

EX-99.17

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Exhibit 99.17

NOTICE OF GUARANTEED DELIVERY
for tender of
6³/4% Senior Notes due 2005 issued by Foster Wheeler LLC and
Guaranteed by Foster Wheeler Ltd. and the subsidiary guarantors

Pursuant to the Prospectus dated                        , 2004

        This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates representing the 6³/4% Senior Secured Notes due 2005 (the "2005 Notes") are not immediately available, or (ii) if the procedures for book-entry transfer cannot be completed on a timely basis, or (iii) if time will not permit all required documents to reach the Exchange Agent as soon as possible and, in any event, prior to the Expiration Date (as defined in the Prospectus). This Notice of Guaranteed Delivery may be delivered by hand, transmitted by telegram, telex, facsimile transmission or mailed to the Exchange Agent. See "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery" in the Prospectus.

        The exchange offer and consent solicitation will expire at 5:00 p.m., New York City time, on                        , 2004, which we refer to as the Expiration Date, unless extended by us. You may revoke your tender and your consent at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

The Exchange Agent for the Offer is:
The Bank of New York, London Branch

By Mail:	Facsimile Transmission:	By Hand or Overnight Courier:
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: Kin Lau	(for Eligible Institutions only) The Bank of New York, London branch c/o The Bank of New York Attention: Kin Lau 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: Kin Lau (212) 815-3750
For Confirmation Telephone: (212) 815-3750
The Information Agent (the "Information Agent") for the Offer is:
Georgeson Shareholder Communications Inc. 17 State Street, 10th Floor New York, New York 10014 Banks and Brokers call: (212) 440-9800 All other Shareholders call toll free: (800) 891-3214

Delivery of this Notice of Guaranteed Delivery to an address or via a facsimile other than as set forth above,

or transmission of instructions via a facsimile transmission other than as set forth above, will not constitute a valid delivery to the Exchange Agent.

        This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal and Consent is required to be guaranteed by an Eligible Institution (as defined below) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal and Consent (the "Letter of Transmittal and Consent").

        An Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and Consent or an Agent's Message (as defined in the Prospectus under "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities and Delivering Your Consent to the Proposed Amendments—Tender of Securities Held Through DTC") and 2005 Notes to the Exchange Agent within the time period specified herein. Failure to do so could result in financial loss to the Eligible Institution.

        Ladies and Gentlemen:

        The undersigned hereby tenders to Foster Wheeler LLC, upon the terms and subject to the conditions set forth in the Prospectus dated                        , 2004 (the "Prospectus"), the Letter of Transmittal and Consent (which together with the Prospectus, as they may be amended or supplemented from time to time, constitute the "Offer"), receipt of which is hereby acknowledged, and accept the Offer in accordance with its terms in respect of the number of 2005 Notes specified below pursuant to the guaranteed delivery procedure described under "The Exchange Offer and the Consent Solicitation—Procedures for Tendering Your Securities and Delivering Your Consent to the Proposed Amendments—Guaranteed Delivery" in the Prospectus.

2005 Notes Certificate Number(s) (if available):	Name of Record Holder(s):
	Please Type or Print
Aggregate Principal Amount Represented by Certificate(s):	Address(es)
	Zip Code
Aggregate Principal Amount Tendered:
Please check box if 2005 Notes will be tendered by book-entry transfer:	Area Code and Telephone Number(s)
Account Number:	Signature(s) of Holder(s)
Date:	Dated:                         , 2004

        The Notice of Guaranteed Delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificates for 2005 Notes or on a security position listing as the owner of 2005 Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, that person must provide the following information.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

GUARANTEE

(Not to be used for signature guarantee)

        The undersigned, a firm which is a member of the Medallion Signature Guarantee Program, or any other "eligible guarantor institution", as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"), guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either 2005 Notes tendered hereby in proper form for transfer, or confirmation of book-entry transfer of such 2005 Notes in the Exchange Agent's account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal and Consent (or facsimile thereof), with any required signature guarantees, or an Agent's Message in the case of a book-entry transfer, and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange business day following the date hereof.

Name of Firm	Authorized Signature
Address	Title
	Name:
Zip Code	Please Type or Print
Area Code and Telephone Number(s)	Date:                         , 2004

DO NOT SEND CERTIFICATES FOR 2005 NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. SUCH CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL AND CONSENT.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

        1.     Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth in this Notice of Guaranteed Delivery before the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder of 2005 Notes, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured. As an alternative to delivery by mail the holders may wish to use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see the Prospectus and Instruction 1 of the Letter of Transmittal and Consent.

        2.     Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the 2005 Notes referred to in this Notice of Guaranteed Delivery, the signatures must correspond with the name(s) written on the face of the 2005 Notes without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of DTC whose name appears on a security position listing as the owner of the 2005 Notes, the signature must correspond with the name shown on the security position listing as the owner of the 2005 Notes.

        If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any 2005 Notes listed or a participant of DTC whose name appears on a security position listing as the owner of the 2005 Notes, this Notice of Guaranteed Delivery must be accompanied by appropriate stock powers, signed as the name(s) of the registered holder(s) appear(s) on the 2005 Notes or signed as the name of the participant is shown on DTC's security position listing.

        If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing and submit with the Notice of Guaranteed Delivery evidence satisfactory to the Company of the person's authority to so act.

        3.     Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus, the Letter of Transmittal and Consent or this Notice of Guaranteed Delivery may be directed to the Information Agent at the address specified in this Notice of Guaranteed Delivery and in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

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GUARANTEE (Not to be used for signature guarantee)
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

EX-99.18

EXHIBIT 99.18

FOSTER WHEELER LTD.
Offer to Exchange 6³/4% Senior Notes due              issued by Foster Wheeler LLC and
Guaranteed by Foster Wheeler Ltd. and the subsidiary guarantors
for
Any and All Outstanding 6³/4% Senior Notes due 2005 issued by Foster Wheeler LLC and Guaranteed by Foster Wheeler Ltd. and the subsidiary guarantors

and Solicitation of Consents to Proposed Amendments to

Indenture Relating to the 6³/4% Senior Notes Due 2005

Pursuant to the Prospectus Dated            , 2004

THE EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004, WHICH WE REFER TO AS THE EXPIRATION DATE, UNLESS EXTENDED BY US. YOU MAY REVOKE YOUR TENDER AND YOUR CONSENT AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                    , 2004

To Brokers, Dealers, Commercial Banks,
Trust Companies, Other Nominees and Depositary Trust Company Participants:

        We have been engaged by Foster Wheeler LLC (the "Company") to act as Dealer Manager in connection with the offer by the Company to exchange its 6³/4% Senior Secured Notes due      (the "New Notes"), and by Foster Wheeler Ltd. 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 and Consent, (the "Letter of Transmittal and Consent"), for any and all outstanding 6³/4% Senior Secured Notes due 2005 (the "2005 Notes").

        Foster Wheeler LLC is soliciting the consent from holders of the 2005 Notes to the adoption of certain proposed amendments to the terms of the indenture governing the 2005 Notes. See "The Proposed Amendments" in the Prospectus for a description of the proposed amendments to the indenture and guarantee agreement. The completion, execution and delivery of the enclosed Letter of Transmittal and Consent by a holder of 2005 Notes in connection with the tender of 2005 Notes will be deemed to constitute the consent of such holder of 2005 Notes to the proposed amendments with respect to the 2005 Notes so tendered. Holders may not deliver consent without tendering their 2005 Notes in the exchange offer or consent without tendering.

        For your information and for forwarding to your clients for whom you hold 2005 Notes registered in your name or in the name of your nominee, we are enclosing the following documents:

        1.     The Prospectus, dated            , 2004;

        2.     The Letter of Transmittal and Consent for your use and for the information of your clients. Facsimile copies of the Letter of Transmittal and Consent with manual signature(s) may be used to tender 2005 Notes;

        3.     The Notice of Guaranteed Delivery to be used to accept the Exchange Offer (i) if certificates evidencing 2005 Notes are not immediately available or (ii) if procedures for book-entry transfer cannot be completed prior to the expiration date or (iii) if time will not permit all required documents to reach The Bank of New York, London Branch prior to the expiration date;

        4.     A letter which may be sent to your clients for whose accounts you hold 2005 Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; and

        5.     Instruction to Registered Holder and/ or a form of Book-Entry Transfer Participant from Owner.

        WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON                        , 2004, UNLESS THE OFFER IS EXTENDED.

        The Company will not pay any fees to any broker or dealer or other person for soliciting tenders of the 2005 Notes and consents to the proposed amendments. You will be reimbursed for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients.

        Any inquiries you may have with respect to the Exchange Offer should be addressed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover page of the Prospectus.

        Additional copies of the enclosed material may be obtained from the Information Agent or the Dealer Manager, at their respective addresses and telephone numbers set forth on the back of the Prospectus.

Very truly yours,
ROTHSCHILD INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF FOSTER WHEELER LTD., FOSTER WHEELER LLC, THE DEALER MANAGER, THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR OF ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THE FOREGOING IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

EX-99.19

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EXHIBIT 99.19

FOSTER WHEELER LTD.
Offer to Exchange Common Shares
for
Any and All Outstanding 6³/4% Senior Secured Notes due 2005 issued by Foster Wheeler LLC
and Guaranteed by Foster Wheeler Ltd. and the subsidiary guarantors
and Solicitation of Consents to Proposed Amendments to the
Indenture Relating to the 6³/4% Senior Notes Due 2005
Pursuant to the Prospectus Dated            , 2004

THE EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004, WHICH WE REFER TO AS THE EXPIRATION DATE, UNLESS EXTENDED BY US. YOU MAY REVOKE YOUR TENDER AND YOUR CONSENT AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                        , 2004

To Our Clients:

        Enclosed for your consideration are the Prospectus, dated                        , 2004, and the related Letter of Transmittal and Consent (the "Letter of Transmittal and Consent") in connection with the offer by Foster Wheeler LLC (the "Company"), to exchange (the "Exchange Offer") its 6³/4% Senior Secured Notes due    (the "New Notes") for any and all outstanding 6³/4% Senior Secured Notes due    (the "2005 Notes"), and the related consent solicitation (the "Consent Solicitation") subject, in each case, to the procedures and limitations described in the Prospectus dated            , 2004 and related Letter of Transmittal and Consent. This material relating to the Exchange Offer and Consent Solicitation is being forwarded to you as the beneficial owner of 2005 Notes carried by us for your account or benefit but not registered in your name. A tender of such 2005 Notes and delivery of a consent to the Proposed Amendments (described below) can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal and Consent is furnished to you for your information only and cannot be used by you to tender 2005 Notes held by us for your account or deliver a consent to the Proposed Amendments.

        Foster Wheeler LLC is soliciting the consent from holders of the 2005 Notes to the adoption of certain proposed amendments to the terms of the indenture governing the 2005 Notes. See "The Proposed Amendments" in the Prospectus for a description of the proposed amendments to the indenture and guarantee agreement. The completion, execution and delivery of the enclosed Letter of Transmittal and Consent by a holder of 2005 Notes in connection with the tender of 2005 Notes will be deemed to constitute the consent of such holder of 2005 Notes to the proposed amendments with respect to the 2005 Notes so tendered. Holders may not deliver consent without tendering their 2005 Notes in the exchange offer.

        We request instructions as to whether you wish us to tender any or all of the 2005 Notes held by us for your account, upon the terms and subject to the conditions set forth in the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal and Consent.

        If you wish to have us tender any or all of your 2005 Notes and thereby deliver your consent to the Proposed Amendments, please so instruct us by completing, executing and returning to us the instruction form set forth on the reverse side of this letter. An envelope to return your instructions to us is enclosed. If you authorize the tender of your 2005 Notes, all such 2005 Notes will be tendered unless otherwise specified on the reverse side of this letter. Your instructions should be forwarded to us in sufficient time to permit us to submit a tender on your behalf prior to the expiration of the Offer.

INSTRUCTIONS WITH RESPECT TO THE
OFFER TO EXCHANGE

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer and the Consent Solicitation.

        This will instruct you to tender the number of 2005 Notes indicated below (or if no number is indicated below, all 2005 Notes) that are held by you for the account of the undersigned and to deliver consent to the Proposed Amendments.

        Aggregate Principal Amount of 2005 Notes to be Tendered*:           

Date:                         , 2004

Signature(s)

Print Name(s)

Print Address(es)

Area Code and Telephone Number

Tax ID or Social Security Number

*

Unless otherwise indicated, it will be assumed that all 2005 Notes held by us for your account are to be tendered.

        If the undersigned instructs you to tender the 2005 Notes held by you for the account of the undersigned, it is understood that you are authorized:

        (a)   to make on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that:

          (i)  the undersigned's principal residence is in the state of (fill in state)             ,

         (ii)  the undersigned has full power and authority to tender, exchange, assign and transfer the 2005 Notes tendered, and Foster Wheeler LLC will acquire good and unencumbered title to the 2005 Notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale arrangements or other obligations relating to their sale or transfer, and are not subject to any adverse claim when the 2005 Notes are accepted by Foster Wheeler LLC.

        (b)   to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and

        (c)   to take any other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of the 2005 Notes.

PLEASE RETURN THIS FORM TO THE BROKERAGE
FIRM MAINTAINING YOUR ACCOUNT

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INSTRUCTIONS WITH RESPECT TO THE OFFER TO EXCHANGE

EX-99.20

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Exhibit 99.20

INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
OF
FOSTER WHEELER LLC

6³/4% Senior Notes due 2005
Issued by Foster Wheeler LLC
And Guaranteed by Foster Wheeler Ltd. and the Subsidiary Guarantors (the "Old Securities")

To be exchanged for 6³/4% Senior Notes due [    ]
Issued by Foster Wheeler LLC
And Guaranteed by Foster Wheeler Ltd. and the Subsidiary Guarantors (the "New Securities")

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

        The undersigned hereby acknowledges receipt of the Prospectus dated [            ], 2004 (the "Prospectus") of Foster Wheeler Ltd., a Bermuda company (the "Parent"), Foster Wheeler LLC, a Delaware limited liability company ("LLC"), and the subsidiary guarantors set forth in the Prospectus and the accompanying Letter of Transmittal and Consent (the "Letter of Transmittal and Consent"), that together constitute LLC's offer (the "Exchange Offer"). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus or the Letter of Transmittal and Consent.

        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.

        The aggregate face amount of the Old Securities held by you for the account of the undersigned is (fill in amount):

        $ in aggregate principal amount of the 6³/4% Senior Notes due 2005 issued by Foster Wheeler LLC

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

        o To TENDER the following Old Securities held by you for the account of the undersigned (insert principal amount of Old Securities to be tendered, if any):

        $ in aggregate liquidation amount of the 6³/4% Senior Notes due 2005 issued by Foster Wheeler LLC

        o NOT to TENDER any Old Securities held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Old Securities held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal and Consent that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an "affiliate" of the Parent, LLC or the subsidiary guarantors, (ii) any New Securities to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Securities. If the undersigned is a broker-dealer that will receive New Securities for its own account in exchange for Old Securities, it represents that such Old Securities were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Securities. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Securities, such broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

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SIGN HERE