EX-99.26 52 a2126746zex-99_26.htm EXHIBIT 99.26

Exhibit 99.26

 

[Execution Copy]

 

 

April 5, 2004

 

 

Foster Wheeler LLC

Perryville Corporate Park

Service Road East 173

Clinton, New Jersey 08809-4000

 

 

EXTENSION OF COMMITMENTS

 

 

Ladies and Gentlemen:

 

Reference is made to the Commitment Letter dated February 4, 2004 (the “Commitment Letter”), among Foster Wheeler LLC, a Delaware limited liability company (the “Company”) and the entities listed on Schedule 1 thereto (the “Purchasers”), in connection with the proposed repayment of approximately $120,000,000 of certain funded debt of the Company.  Terms defined in the Commitment Letter are used herein as defined therein.

 

The Company has requested that the Purchasers consent to the extension of the Commitment Letter and the Purchasers are willing to so consent upon the terms and conditions of this letter (the “Letter”).  Accordingly, the parties hereto hereby agree as follows:

 

Section 1.  Amendments.  Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Commitment Letter shall be amended as follows:

 

1.01.  Termination of Commitment.  Section 7(c) of the Commitment Letter is hereby amended to read in its entirety as follows§

 

“(c)         April 12, 2004;”

 

1.02.  Terms of Upsized Notes.  Schedule 2 of the Commitment Letter is hereby deleted and replaced in its entirety by Schedule 2 hereto.

 



 

Section 2.  Conditions.  The amendments set forth in Section 1 hereof shall become effective, as of the date hereof, upon satisfaction of the following conditions:

 

(a)  Execution of this Letter. The execution and delivery of counterparts of this Letter by the Company and each of the Purchasers not later than April 6, 2004; and

 

(b)  Payment of Fees.  The payment of any outstanding invoices for fees and expenses incurred by Saybrook Restructuring Advisors, LLC and Milbank, Tweed, Hadley & McCloy LLP, with respect to which invoices have been delivered to the Company on or before April 2, 2004.

 

Section 3.  Miscellaneous.  Except as herein provided, the terms and conditions set forth in the Commitment Letter shall continue unchanged and in full force and effect.  This letter shall be governed by, and construed in accordance with, the law of the State of New York.

 

                                IN WITNESS WHEREOF, each of the parties has caused this Commitment Letter to be executed and delivered by its duly authorized officers as of the date first written above.

 

 

Very truly yours,

 

 

 

FOSTER WHEELER LLC

 

 

 

By:

/s/ Thierry Demaris

 

 

Name: Thierry Demaris

 

 

Title: Vice President and Treasurer

 

 

 

2



 

 

Purchaser:

 

 

 

 

 

Wells Fargo Bank, N .A.

 

 

By:

/s/ Peta Swidler

 

Name:

Peta Swidler

 

Title:

Senior Vice President

 

 

 

3



 

 

Purchaser:

 

 

 

 

Sutter Advisors

 

 

 

By:

/s/ Peta Swidler

 

Name:

Peta Swidler

 

Title:

Senior Vice President

 

 

 

4



 

 

 

Purchaser:

 

 

 

 

Merrill Lynch Global Allocation Fund, Inc.

 

 

 

By: 

/s/ Lisa O’Donnell

 

 

Name:

Lisa O’Donnell

 

 

Title:

Director MLIM, Authorized Signatory

 

 

 

 

5



 

 

Purchaser:

 

 

 

 

Merrill Lynch International Investment Fund

 

- MLIIF Global Allocation Fund

 

 

 

By:

/s/ Lisa O’Donnell

 

Name:

Lisa O’Donnell

 

Title:

Director MLIM, Authorized Signatory

 

 

 

 

6



 

 

Purchaser:

 

 

 

 

Merrill Lynch Variable Series Fund, Inc. -

 

Merrill Lynch Global Allocation V.I. Fund

 

 

 

By: 

/s/ Lisa O’Donnell

 

Name:

Lisa O’Donnell

 

Title:

Director MLIM, Authorized Signatory

 

 

 

 

7



 

 

Purchaser:

 

 

 

 

Merrill Lynch Series Funds, Inc. - Global

 

Allocation Strategy Portfolio

 

 

 

By:

/s/ Lisa O’Donnell

 

Name:

Lisa O’Donnell

 

Title:

Director MLIM, Authorized Signatory

 

 

 

 

8



 

 

Purchaser:

 

 

 

 

Tribeca Investments Ltd.

 

 

 

By:

/s/ Craig M. Jarvis

 

Name:

Craig M. Jarvis

 

Title:

Chief Financial Officer

 

 

 

 

9



 

 

Purchaser:

 

 

 

 

Highbridge Capital Corporation

 

 

 

By:

/s/ Andrew Martin

 

Name:

Andrew Martin

 

Title:

Portfolio Manager

 

 

 

 

 

10



 

 

Purchaser:

 

 

 

 

SPECIAL VALUE ABSOLUTE RETURN FUND, LLC

 

 

 

 

 

By:

SVAR/MM, LLC

 

  

Its:

Managing Member

 

 

By:

Tennenbaum Capital Partners, LLC

 

 

Its:

Managing Member

 

 

By:

Tennenbaum & Co., LLC

 

 

Its:

Managing Member

 

 

 

 

By:

/s/ Mark Holdsworth

 

Name:

Mark Holdsworth

 

Title:

Managing Partner

 

 

 

 

 

11



 

 

Purchaser:

 

 

 

 

SPECIAL VALUE BOND FUND II, LLC

 

By:

SVIM/MSM II, LLC

 

Its:

Managing Member

 

By:

Tennenbaum & Co., LLC

 

Its:

Managing Member

 

 

 

 

By:

/s/ Mark Holdsworth

 

Name:

Mark Holdsworth

 

Title:

Managing Partner