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As filed with the Securities and Exchange Commission on May 25, 2004.

Registration No. 333-107054

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 6
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 only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box:    o

        If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:    o

        If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

        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(c) 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	Amount to be Registered	Proposed Maximum Offering Price Per Security	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Shares of Foster Wheeler Ltd.	99,768,745	$2.20(1)	$219,491,239(1)	$27,810
Series B Convertible Preferred Shares of Foster Wheeler Ltd.	1,074,812	$176.06(1)	$189,231,401(1)	$23,976
Fixed Rate Senior Secured Notes due 2011, Series A of Foster Wheeler LLC	$150,000,000	100%	100%	$12,135
Guarantees of Fixed Rate Senior Secured Notes due 2011, Series A	—	—	—	—  (2)
Total	—	—	—	$63,921(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 outstanding 9.00% Preferred Securities, Series I issued by FW Capital Trust I (liquidation amount $25 per trust security), ($5.07 per trust security or $35,490,000 in the aggregate, based on the average of the high and low price of the trust securities on April 6, 2004 as quoted on the Over-the-Counter Bulletin Board), (b) the book value of the outstanding 6.50% Convertible Subordinated Notes due 2007 issued by Foster Wheeler Ltd., (c) the book value of the 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), and (d) the book value of up to $50 million in aggregate principal amount of the 6³/4% Notes due 2005 issued by Foster Wheeler LLC, in the case of (b), (c) and (d) 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)

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
Continental Finance Company Ltd.	Bermuda	Not applicable
Energy Holdings, Inc.	Delaware	32-0100498
Equipment Consultants, Inc.	Delaware	22-1899985
Financial Services S.a.r.l.	Luxembourg	Not applicable
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
FW Energie B.V.	Netherlands	Not applicable
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 Europe Limited	England	Not applicable
Foster Wheeler Facilities Management, Inc.	Delaware	22-3144074
Foster Wheeler Inc.	Delaware	22-3800664
Foster Wheeler Intercontinental Corporation	Delaware	13-2884486
Foster Wheeler International Corporation	Delaware	13-6152983
Foster Wheeler International Holdings, Inc.	Delaware	22-3800663
Foster Wheeler Middle East Corporation	Delaware	22-3229745
Foster Wheeler North America Corp.	Delaware	22-3248302
Foster Wheeler Power Corporation	Delaware	22-2180356
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 Hungary Licensing Limited Liability Company	Hungary	12562895-2-18
FW Mortshal, Inc.	Delaware	33-0383026
HFM International, Inc.	Delaware	22-2933225
PGI Holdings, Inc.	Delaware	32-0100496
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 covers the registration of common shares and Series B Convertible Preferred Shares (liquidation preference $0.01 per share) (the "preferred shares") of Foster Wheeler Ltd. that may be exchanged for any and all (1) 9.00% Preferred Securities, Series I issued by FW Preferred 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 that mature on October 15, 2009 (the "2009 Series C Robbins bonds"), Series 1999 C Bonds that mature on October 15, 2024 (the "2024 Series C Robbins bonds") and Series 1999 D Bonds (the "Series D Robbins bonds" and together with the 2009 Series C Robbins bonds and the 2024 Series C Robbins bonds, the "Robbins 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. This registration statement also covers the registration of common shares and preferred shares of Foster Wheeler Ltd. and Fixed Rate Senior Secured Notes due 2011, Series A of Foster Wheeler LLC (the "new notes") that may be exchanged for any and all 6³/4% Notes due 2005 of Foster Wheeler LLC (the "2005 notes"), in each case guaranteed by the 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 is included in the prospectus that follows this explanatory note. Following that prospectus are certain pages of the prospectus relating to the exchange offer as it relates to the 2005 notes, including alternate front and back cover pages, an alternate table of contents page, an alternate tax section and an alternate comparison of rights section and additional sections entitled "Summary—Terms of the New Notes", "Risk Factors—Risk Factors Relating to Holders of 2005 Notes Participating in the Exchange Offer" and "Description of the New Notes". All other sections of the prospectus that follows this explanatory note 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 or this offering 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 May 25, 2004

PROSPECTUS
Dated                         , 2004

FOSTER WHEELER LTD.

Offer to Exchange
up to 19,467,000 Common Shares and 210,000 Series B Convertible Preferred Shares
(Liquidation preference of $0.01 per preferred share)

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, including accrued dividends

and

up to 43,679,370 Common Shares and 470,400 Series B Convertible Preferred 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

up to 24,212,175 Common Shares and 260,811.74 Series B Convertible Preferred 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)

and

Solicitation of Consents to Proposed Amendments to

the Indenture Relating to the 9.00% Junior Subordinated Deferrable Interest
Debentures, Series I of Foster Wheeler LLC
and

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

        Holders of securities tendered for exchange and not withdrawn will receive the following:

        • Each holder of 9.00% Preferred Securities, Series I (liquidation amount $25 per trust security) issued by FW Preferred Capital Trust I, or the trust securities, will receive 2.781 common shares and 0.03 preferred shares for each trust security (liquidation amount $25). Holders of trust securities who participate in this exchange offer will forfeit any right to receive accumulated but unpaid dividends on the trust securities they exchange.

        • Each holder of 6.50% convertible subordinated notes due 2007 issued by Foster Wheeler Ltd., or the convertible notes, will receive 207.997 common shares and 2.240 preferred shares plus accrued and unpaid interest through the date of the exchange for each $1,000 in principal amount of convertible notes.

        • Each holder of Series 1999 C Bonds maturing in 2009, or the 2009 Series C Robbins bonds, will receive 212.961 common shares and 2.294 preferred shares plus accrued and unpaid interest through the date of the exchange for each $1,000 in principal amount outstanding as of March 26, 2004, of 2009 Series C Robbins bonds. Each holder of Series 1999 C bonds maturing in 2024, or the 2024 Series C Robbins bonds, will receive 212.961 common shares and 2.294 preferred shares plus accrued and unpaid interest through the date of the exchange for each $1,000 in prinicipal amount outstanding as of March 26, 2004, of 2024 Series C Robbins bonds. Each holder of Series 1999 D Bonds, or the Series D Robbins bonds, will receive 212.961 common shares and 2.294 preferred shares for each $1,000 in accreted principal amount outstanding as of March 26, 2004, of Series D Robbins bonds.

        Each preferred share offered hereby will be optionally convertible into 80 common shares upon the circumstances described in this prospectus, and, prior to becoming convertible, will vote with the common shares as a single class and at all times be entitled to dividends and distributions, in each case on an as converted basis except in certain circumstances described in this prospectus.

        By means of a separate prospectus, we are also offering to exchange up to 12,410,200 common shares and up to 133,600 preferred shares of Foster Wheeler Ltd. and up to $150,000,000 in principal amount of fixed rate senior secured notes due 2011, Series A, of Foster Wheeler LLC, referred to herein as the new notes, plus accrued and upaid interest through the date of the exchange, for all of the $200,000,000 in aggregate principal amount of Foster Wheeler LLC's outstanding 6.75% senior notes due 2005, referred to herein as the 2005 notes, as part of this exchange offer.

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 19.

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" and are subject to penny stock rules. These factors may make it more difficult to buy and sell our shares. On May 24, 2004, the average of the high and low quotations for our common shares on the Over-the-Counter Bulletin Board was $1.18 per share.

        The preferred shares will not be listed on any national securities exchange and, currently, there is no public market for the preferred shares.

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	19
Forward Looking Statements	39
Capitalization	40
Unaudited Pro Forma Condensed Consolidated Financial Statements	45
Selected Financial Data	60
Ratio of Earnings to Fixed Charges	63
Use of Proceeds	64
Accounting Treatment for the Exchange Offer	65
The Exchange Offer and the Consent Solicitation	67
The Proposed Amendments	94
The Trust	98
Market Price Information	99
Description of Share Capital	101
Comparison of Rights	113
U.S. Federal Income Tax Considerations	139
Legal Matters	148
Experts	148
Where You Can Find More Information About Us	149
Incorporation of Documents by Reference	149
Enforcement of Civil Liabilities	150

        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, including the risk factors beginning on page 19, and the documents incorporated by reference in this prospectus to fully understand this exchange offer and consent solicitation 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 67)

        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 for the 2005 notes is effectively to extend the maturity of a portion of the 2005 notes and to reduce our debt.

        Following the consummation of the exchange offer, Foster Wheeler will no longer have any payment obligations with respect to:

•

trust securities that are exchanged, including with respect to accrued and unpaid dividends,



•

convertible notes that are exchanged,



•

Robbins bonds that are exchanged, and



•

2005 notes that are exchanged for common shares and preferred shares.

        Foster Wheeler will pay all accrued and unpaid interest through the date the exchange offer is consummated, or the exchange date, on the convertible notes, Robbins bonds and 2005 notes tendered in the exchange offer and not withdrawn. Holders of trust securities who participate in the exchange offer will forfeit any right to receive accumulated but unpaid dividends on the trust securities that they exchange.

        In addition, the new notes, that are issued in exchange for the 2005 notes will have a maturity date that is approximately six years later than the maturity date of the 2005 notes. Consequently, Foster Wheeler will have a significantly longer period in which to repay the new notes.

        Following the consummation of the exchange offer and consent solicitation, holders of the trust securities, convertible notes, Robbins bonds and 2005 notes that receive shares in the exchange offer will become equity holders of Foster Wheeler and will no longer have the contractual rights previously accorded them in the applicable debt instruments governing their securities. The holders of 2005 notes that receive new notes will not be entitled to be repaid the principal amount of those notes until the new notes' maturity date in 2011. For a comparison of rights of holders who participate in the exchange offer, you should read the section of the prospectus entitled "Comparison of Rights".

Principal Terms of the Exchange Offer (see page 76)

        The completion of the exchange offer is conditioned upon, among other things, our receipt of valid tenders from not less than 75% of the aggregate liquidation amount of trust securities, 90% of the aggregate principal amount of convertible notes, 90% of the aggregate principal amount or, if applicable, accreted principal amount, as of March 26, 2004 of outstanding Robbins bonds, and 90% of the aggregate principal amount of 2005 notes.

        In order to complete the exchange offer, we must receive the consent of the lenders under our senior secured credit facility. We have entered into an amendment to our senior secured credit facility that permits the exchange offer and the private upsize notes offering subject to the satisfaction of certain conditions. The amendment is an exhibit to the registration statement of which this prospectus

1

is a part. The amendment will reduce the aggregate letter of credit availability from $149,900,000 to $125,000,000. If the lenders do not consent, we will be unable to consummate the proposed exchange offer.

        In addition, the private upsize notes offering must be completed in order to complete the exchange offer.

        We expect that we and the holders of approximately 46.7% of the aggregate principal amount of convertible notes and approximately 47.8% of the aggregate principal amount of 2005 notes will enter into a lockup agreement following commencement of the exchange offer, in which we expect they will agree to tender their securities in the exchange offer and consent to the proposed amendments. You should read the section entitled "The Exchange Offer and the Consent Solicitation—Background and Purpose of the Exchange Offer" for more information regarding this expected lockup agreement.

        The following table sets forth information regarding ownership of our securities:

	Title of Security
	Existing common shareholders and Restricted Stock Plan		Trust securities		Convertible notes		Robbins bonds			2005 notes
Aggregate liquidation or principal amount outstanding at March 26, 2004	N/A		$	175 million	$	210 million	$	113.7 million	(1)	$	200 million
Accrued and unpaid dividends or interest through March 26, 2004	N/A		$	42.8 million	$	4.6 million	$	3.0 million		$	5.1 million
Total obligation as of March 26, 2004	N/A		$	217.8 million	$	214.6 million	$	116.7 million		$	205.1 million
% of aggregate principal amount expected to execute lockup agreements	N/A			—		46.7%		—			47.8%
Minimum % required to tender for consummation of exchange offer	N/A			75%		90%		90%			90%
Total number of preferred shares to be issued(2)	N/A			157,500		423,360		234,731			120,240
Total number of common shares to be issued(2)	N/A			14,600,250		39,311,433		21,790,957			11,169,180
% common shares outstanding (assuming conversion of the preferred shares) after exchange offer(2)	23.8	%(3)		12.8%		34.5%		19.1%			9.8%

(1)

The 2009 Series C Robbins bonds had a face amount of $17.8 million at issuance. Since issuance, in accordance with the terms of the 2009 Series C Robbins bonds, Foster Wheeler LLC has made principal repayments of $5.7 million. The total amount due as of March 26, 2004 was $12.1 million. The 2024 Series C Robbins bonds had a face amount of $77.2 million at issuance. No principal repayments are scheduled until 2023, and the total amount due under the 2024 Series C Robbins bonds as of March 26, 2004, was $77.2 million. The Series D Robbins bonds had a face amount of $18 million at issuance. The total amount due under the Series D Robbins bonds as of March 26, 2004, which includes $6.4 million of accreted principal through this date, was $24.4 million.

(2)

Assuming minimum conditions with respect to percentages tendered into the exchange offer are tendered.

(3)

Includes 9,800,000 common shares, or 4.6% of the common shares on an as converted basis, to be issued in conjunction with the consummation of the exchange offer under a restricted stock plan which we intend to adopt prior to the closing of the exchange offer to members of Foster Wheeler's senior management and directors. See "The Exchange Offer and Consent Solicitation—Management Participation" for more information about the restricted stock plan. The plan also allows the issuance of an additional 700,000 shares at the discretion of the compensation committee of the board of directors. Excludes approximately 8,869,000 shares reserved for issuance pursuant to employee stock option plans and approximately 1,309,000 shares reserved for issuance upon conversion of convertible notes that remain outstanding.

2

Trust Securities Exchange

        Foster Wheeler Ltd. is offering to exchange up to 19,467,000 common shares and 210,000 preferred shares, or in the aggregate 36,267,000 common shares on an as converted basis, for any and all of the 7,000,000 outstanding trust securities on the terms and conditions described in this prospectus. The holder of each trust security tendered in the exchange offer and not withdrawn will receive 2.781 common shares and 0.030 preferred shares, or in the aggregate 5.181 common shares on an as converted basis, for each trust security (liquidation amount $25). Holders of trust securities who participate in the exchange offer will forfeit any right to receive accumulated but unpaid dividends on the trust securities that they exchange. You should read "The Exchange Offer and the Consent Solicitation—Terms of the Exchange Offer—Trust Securities Exchange" for further information regarding the election described above.

        Holders may exchange any portion or all of their 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 43,679,370 of its common shares and 470,400 of its preferred shares, or in the aggregate 81,311,370 common shares on an as converted basis, for any and all of the $210 million in aggregate principal amount of the convertible notes. Each holder of convertible notes tendered in the exchange offer and not withdrawn will receive 207.997 common shares and 2.240 preferred shares, or in the aggregate 387.197 common shares on an as converted basis, plus accrued and unpaid interest through the exchange date for each $1,000 in principal amount of convertible notes tendered in the exchange offer and not withdrawn.

Robbins Bonds Exchange

        Foster Wheeler Ltd. is offering to exchange up to 24,212,175 of its common shares and 260,811.74 of its preferred shares, or in the aggregate 45,077,114 common shares on an as converted basis, plus accrued and unpaid interest for any and all of the $113.693 million in aggregate principal amount as of March 26, 2004 of the Robbins bonds. Each holder of 2009 Series C Robbins bonds tendered in the exchange offer and not withdrawn will receive 212.961 common shares and 2.294 preferred shares, or in the aggregate 396.481 common shares on an as converted basis, plus accrued and unpaid interest through the exchange date for each $1,000 in principal amount outstanding as of March 26, 2004 of 2009 Series C Robbins bonds tendered in the exchange offer and not withdrawn. Each holder of 2024 Series C Robbins bonds tendered in the exchange offer and not withdrawn will receive 212.961 common shares and 2.294 preferred shares, or in the aggregate 396.481 common shares on an as converted basis, plus accrued and unpaid interest through the exchange date for each $1,000 in principal amount outstanding as of March 26, 2004 of 2024 Series C Robbins bonds tendered in the exchange offer and not withdrawn. Each holder of Series D Robbins bonds tendered in the exchange offer and not withdrawn will receive 212.961 common shares and 2.294 preferred shares, or in the aggregate 396.481 common shares on an as converted basis, for each $1,000 in accreted principal amount outstanding as of March 26, 2004 of Series D Robbins bonds tendered in the exchange offer and not withdrawn.

2005 Notes Exchange

        Foster Wheeler LLC is offering to exchange up to $150 million in aggregate principal amount of its new notes and up to 12,410,200 common shares and 133,600 preferred shares, or in the aggregate 23,098,200 common shares on an as converted basis, for any and all of its $200 million in aggregate principal amount of 2005 notes. Each holder of 2005 notes tendered in the exchange offer and not withdrawn will receive $750 in principal amount of new notes and 62.051 common shares and 0.668 preferred shares, or in the aggregate 115.491 common shares on an as converted basis, of Foster

3

Wheeler Ltd. plus accrued and unpaid interest through the exchange date for each $1,000 in principal amount of 2005 notes tendered in the exchange offer and not withdrawn.

        The interest rate on the new notes will be determined on the second business day prior to the expiration of the exchange offer. Consequently, we cannot provide the specific interest rate on the new notes. We will announce the interest rate on the new notes by press release two business days prior to the expiration of the exchange offer.

Terms of the Preferred Shares

        Each preferred share offered in the exchange offer will be optionally convertible into 80.0 common shares, par value $1.00 per share, if, as and when the number of authorized common shares of Foster Wheeler Ltd. is increased from 160 million to at least 223.3 million, subject to adjustment for certain dilutive events. Foster Wheeler Ltd. intends to hold a general meeting of its voting shareholders to effect this authorization promptly following the completion of the exchange offer. Prior to becoming convertible, the preferred shares will vote on an as converted basis together with the common shares as a single class to effect such authorization which shall be effected upon the affirmative vote of a majority of such votes cast. If the number of authorized shares is so increased, the preferred shares will become convertible at the holder's option on the date of the shareholder meeting described above. If the number of authorized common shares is not so increased, the preferred shares will not be convertible into common shares.

        Immediately upon issuance, the preferred shares will vote on an as converted basis with the common shares as a single class, except in the limited circumstances described in this prospectus. That means each preferred share will have the number of votes that the common shares issuable upon conversion of a preferred share would have if the preferred shares were converted. If and when the preferred shares become convertible at each holder's option, they will cease to vote except in limited circumstances as required under Bermuda law and Foster Wheeler Ltd.'s bye-laws. The preferred shares will have a $0.01 liquidation preference. At all times, the preferred shares will have the right to receive dividends and other distributions, including liquidating distributions, on an as converted basis when, as and if declared by the board of directors of Foster Wheeler Ltd. and paid on the common shares.

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 collectively as the securities, before 5:00 p.m., New York City time, on                  , 2004, or the expiration date, unless the exchange offer is extended by us. Only registered holders of securities can effectively tender securities. 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

4

offer, although we reserve the right to have a subsequent offering period, which we would announce as described herein.

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. 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.

Concurrent Private Notes Offering

        Concurrently with the exchange offer, Foster Wheeler LLC is offering in a separate private transaction up to $120 million in aggregate principal amount of its fixed rate senior secured notes due 2011, Series B, or the upsize notes. See "The Exchange Offer and the Consent Solicitation—Background and Purpose of the Exchange Offer—Upsize Notes Commitment." This private offering is conditional on the consummation of the exchange offer. Foster Wheeler LLC has entered into a commitment letter with some of the holders of the 2005 notes and the convertible notes relating to its offering of the upsize notes. For a description of the commitment letter, see "The Exchange Offer and Consent Solicitation—Background and Purpose of the Exchange Offer—Upsize Notes Commitment".

Registration Rights

        We have agreed with certain of the holders of the 2005 notes and the convertible notes that will hold 5% or more of the voting shares of Foster Wheeler Ltd. upon consummation of the proposed exchange offer, that we will, at our cost, use commercially reasonable efforts to cause to become effective a shelf registration statement with respect to resales of such securities of Foster Wheeler LLC and Foster Wheeler Ltd., including the shares and notes held by such holders, and to keep the registration statement effective until the earlier of (i) the fifth anniversary of the effective date of the shelf registration statement, (ii) the date on which none of such holders beneficially own 5% or more of the voting shares of Foster Wheeler Ltd., provided that no voting shares acquired after the issue date (other than as a result of any stock dividend, stock split or other similar event) by such holders shall be counted for this purpose, (iii) the date on which our legal counsel delivers an opinion to each of the holders to the effect that such holders are not an affiliate, as that term is used in Rule 144 under the Securities Act and that all of such securities beneficially owned by such holders may be sold without registration under the Securities Act and counsel for the holders shall deliver a concurring opinion; provided that the holders have agreed to use their good faith efforts to obtain such concurring opinion, or (iv) the date when all securities covered by the shelf registration statement have been sold pursuant to the shelf registration statement or have otherwise become freely tradable. We have agreed to file the registration statement relating to the shelf within 45 days of the issue date and to use our reasonable best efforts to have it declared effective within 90 days of the issue date. In the event we do not satisfy

5

our registration obligations under this agreement within or for the time periods specified, we have agreed to pay these holders as a group liquidated damages in an aggregate amount of approximately $13,700 per day until such registration default is cured. We will, in connection with the shelf registration, provide copies of the prospectus to each holder that is entitled to include its securities under such shelf registration statement, notify each such holder when the shelf registration statement for the securities has become effective and take certain other actions as are required to permit resales of the securities. A holder that sells its securities pursuant to the shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreement that are applicable to a selling holder, including certain indemnification obligations. See "The Exchange Offer and Consent Solicitation—Registration Rights."

Foster Wheeler Ltd.

        Foster Wheeler Ltd., a Bermuda company which was incorporated on December 20, 2000, 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, which was formed on February 9, 2001, 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 the successor in interest to Foster Wheeler Corporation, the original issuer of the 2005 notes. 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 98)

        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 gas liquefaction (LNG) facilities, LNG receiving terminals 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

6

hydrogen production. The Engineering and Construction Group also provides ancillary environmental remediation services, together with related technical, design and regulatory services; however, a substantial portion of the domestic U.S. environmental remediation assets were sold in 2003.

        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.

Material Control Weaknesses

        On December 16, 2003, our external auditors notified the audit committee of our board of directors that they believed that insufficient staffing levels in our corporate accounting department represented a "material weakness" in the preparation of the subsidiary financial statements, but noted that this did not constitute a material weakness for our consolidated financial statements. The insufficient staffing levels in the corporate accounting department were specifically related to the preparation of the subsidiary financial statements required under Rule 3-16 and not related to the preparation of Foster Wheeler Ltd.'s consolidated financial statements. The material weakness was addressed and the financial statements as filed were properly stated.

        On March 3, 2004, our external auditors notified the audit committee of our board of directors that they believed our lack of a formal process for senior financial management to review assumptions and check calculations on a timely basis relating to our asbestos liability and asset balances represented a "material weakness" in the internal controls for the preparation of our consolidated financial statements for 2003. In connection with the preparation of our 2003 consolidated financial statements, we submitted our calculations and assumptions relating to asbestos liability and related assets to the external auditors without them being reviewed by senior management. As a result, the external auditors noted a proposed change in an assumption used to calculate the liability that had not been approved by senior management and also noted a mechanical error in calculating the number of open claims. In response, we corrected the mechanical error in our calculation and determined not to make the proposed change in the assumption. Both issues were resolved prior to Foster Wheeler Ltd. issuing its consolidated financial statements. Consequently, the external auditors rendered an unqualified audit opinion.

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Our Corporate Structure

        Our structure, assuming consummation of the exchange offer and the private upsize notes offering, will be as follows:

Ranking of New Notes

        The new notes will be the senior secured obligations of Foster Wheeler LLC. The new notes will rank pari passu with Foster Wheeler's obligations under the senior secured credit agreement and its obligations under the upsize notes, subject to certain payment priorities. The new notes will be secured by a lien on the following assets of Foster Wheeler LLC and each of the guarantors of the new notes:

•

substantially all of its tangible and intangible assets, excluding intercompany debt and receivables and capital stock held in subsidiaries, except as described under the two bullet points below,



•

capital stock held in certain of Foster Wheeler LLC's and the guarantors' direct subsidiaries, consisting primarily of Foster Wheeler's operating entities or their immediate parent companies, and

8

•

pledges of certain specified existing intercompany notes in addition to rights under Foster Wheeler's intercompany cash management agreement, as well as portions of future intercompany notes.

        Although 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 any letters of credit under the senior secured credit agreement, which were collectively $97.3 million as of April 30, 2004, and all obligations outstanding in respect of letters of credit or revolving loans under any other credit facility permitted under the new notes indenture and thereafter, on a pro rata basis, to all obligations in respect of the new notes, the upsize notes and term loans under any future credit facility, permitted under the new notes indenture. We intend to apply the net proceeds from the private upsize notes offering first to reduce in full amounts outstanding under term loans under the senior secured credit agreement, (which were approximately $49.7 million as of April 30, 2004), and second to permanently repay in full outstanding revolving credit borrowings under the senior secured credit agreement (which were approximately $69 million as of April 30, 2004).

        Under the terms of the new notes, subject to meeting certain financial ratios, Foster Wheeler is permitted to incur up to $325 million in senior secured bank obligations including obligations under the senior secured credit agreement, which amount shall increase to up to $445 million after                        , 2008. See "Description of the New Notes—Certain Covenants—Limitation on Debt and Disqualified or Preferred Stock" for more information regarding this covenant. The indenture and collateral documents governing the new notes will permit Foster Wheeler to grant a lien on the collateral securing the new notes to the lenders under any new credit facility permitted by the indenture that is pari passu with the lien securing the new notes.

Principal Terms of the Trust Securities Consent Solicitation (see page 81)

        Foster Wheeler LLC is seeking the consent of the holders of the trust securities to amend the terms of the indenture governing the junior subordinated debentures underlying the trust securities to eliminate the provisions 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 all of the proposed amendments relating to the trust securities. The holders of at least a majority in 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 81)

        Foster Wheeler Ltd. is seeking the consent of holders of the convertible notes to amend the terms of the indenture governing the convertible notes to eliminate the provisions 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,

9

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 81)

        Foster Wheeler LLC is seeking the consent of holders of the 2005 notes to amend the terms of the indenture governing the 2005 notes to eliminate the provisions that restrict the ability of Foster Wheeler LLC to (1) merge with, or convey, transfer or lease its properties and assets to, other entities, (2) permit its subsidiaries to incur debt in excess of 10% of its net tangible assets, (3) incur liens without securing the 2005 notes equally and ratably and (4) enter into sale and leaseback transactions. The proposed elimination of the limitation on liens covenant would eliminate the holders of the 2005 notes rights to the security currently in place with respect to the 2005 notes. As a consequence, the 2005 notes will no longer be secured by any collateral if the proposed amendments are adopted and will therefore rank junior in right of payment to senior secured debt of Foster Wheeler LLC, including debt under the senior secured credit agreement, any new senior credit facility, the new notes and the upsize notes with respect to the collateral securing such debt.

        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 similar, as well as additional covenants and be secured.

Consequences of Not Participating in the Exchange Offer (see page 90)

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 governing the junior subordinated debentures underlying the trust securities are adopted, you will no longer have the benefit of the provisions contained in the indenture that are deleted as part of the consent solicitation. Without the protection afforded by such provisions, you and the trustee will have greater difficulty enforcing your rights under the indenture governing the junior subordinated debentures underlying the trust securities 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 governing the junior subordinated debentures underlying the trust securities that are deleted as a part of the consent solicitation.

        The terms of the indenture 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 relating to the junior subordinated debentures, 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

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trust, Foster Wheeler LLC's actions have resulted in the trust suspending the payment of dividends on the trust securities.

        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 relating to the trust securities 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.

        If a large enough number of holders of the trust securities decide to participate in the exchange offer, 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 the provisions contained in the indenture that are deleted as part of the consent solicitation. Without the protection afforded by such provisions, you and the trusteee 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 that are deleted as part of the consent solicitation. 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 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 the provisions contained in the indenture that are deleted as part of the consent solicitation. Without the protection afforded by such provisions, you and the trustee will have greater difficulty enforcing your rights under the indenture governing the 2005 notes 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 governing the 2005 notes that are deleted as a part of the consent solicitation. In addition, 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, you would be deemed to have exchanged your 2005 notes for new 2005 notes. In this regard, please refer to "U.S. Federal Income Tax Considerations" in the new notes prospectus.

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The proposed elimination of the limitation on liens covenant would eliminate the holders of the 2005 notes rights to the security currently in place with respect to the 2005 notes. As a consequence, the 2005 notes will no longer be secured by any collateral if the proposed amendments are adopted, and will therefore rank junior in right of payment to senior secured debt of Foster Wheeler LLC, including debt under the senior secured credit agreement, any new senior credit facility, the new notes and the upsize notes with respect to the collateral securing such debt.

        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 83)

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

•

holders of at least 75% of the aggregate liquidation amount of trust securities having validly tendered, and not validly withdrawn, those trust securities; and



•

holders of at least 90% of the aggregate principal amount of convertible notes having validly tendered, and not validly withdrawn, those convertible notes; and



•

holders of at least 90% of the aggregate principal amount or, if applicable, accreted principal amount, outstanding as of March 26, 2004 of Robbins bonds having validly tendered, and not validly withdrawn, those Robbins bonds; and



•

holders of at least 90% of the aggregate principal amount of 2005 notes having validly tendered, and not validly withdrawn, those 2005 notes.

        In order to complete the exchange offer, we must receive the consent of the lenders under our senior secured credit facility. If the lenders do not consent, we will be unable to consummate the proposed exchange offer. We have entered into an amendment to our senior secured credit facility that permits the exchange offer and the private upsize notes offering subject to the satisfaction of certain conditions. The amendment is an exhibit to the registration statement of which this prospectus is a part. The amendment will reduce the aggregate letter of credit availability from $149,900,000 to $125,000,000.

        In addition, the private upsize notes offering must be completed in order to complete the exchange offer.

        Subject to the terms of the proposed lockup agreement, 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 82)

        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 the exchange offer and consent solicitation open for acceptances and withdrawals for at least five business days after the

12

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 89)

        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 relating to the trust securities, the convertible notes, and the 2005 notes will not become effective. See "The Proposed Amendments."

Trust Securities Amendments (see page 94)

        The proposed amendments relating to the indenture governing the junior subordinated debentures underlying the trust securities, if adopted, will be set forth in a supplemental indenture 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 will become effective when the supplemental indenture is executed. The indenture, governing the junior subordinated debentures underlying the trust securities 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 will not be executed and will not become effective.

Convertible Notes Amendments (see page 95)

        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 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 the proposed amendments relating to the convertible notes become effective. If the exchange offer is terminated, or the

13

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 Amendments (see page 96)

        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 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.

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

        You should refer to the chart on page 8 for an illustration of the corporate structure of Foster Wheeler. As of March 26, 2004, 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 140)

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

Dealer Manager (see page 91)

        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 92)

        The exchange agent for the exchange offer and consent solicitation is The Bank of New York, London branch. The letters of transmittal and consent 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.

Information Agent (see page 92)

        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 Securityholders call toll free (800) 891-3214

Transmittal Documents (see page 85)

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

Fairness Opinion (see page 93)

        We have not obtained, and do not intend to obtain, a fairness opinion from an independent investment banking firm regarding the terms of the exchange offer.

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

        The following summary historical statement of operations and cash flow data for each of the three fiscal years in the period ended December 26, 2003 have been derived from our audited consolidated financial statements which have been incorporated by reference in this prospectus. The summary historical results of operations and cash flow data for the three months ended March 26, 2004 and March 28, 2003 and the summary historical balance sheet data as of March 26, 2004 have been derived from our unaudited condensed consolidated financial statements incorporated by reference in this prospectus, the March 28, 2003 balance sheet data has been derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q/A-2 for the quarter ended March 28, 2003, not 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 three months ended March 26, 2004 may not be indicative of results that may be expected for the full year.

        The summary pro forma financial data (except for the information presented under the heading "Other Data") included on page 16 and page 17 have been derived from the unaudited pro forma condensed consolidated financial statements included elsewhere in this prospectus and give effect to the exchange offer as if it had occurred on December 28, 2002 in the unaudited pro forma income statement and March 26, 2004 in the unaudited pro forma balance sheet, assuming that:

•

holders of 75% of the aggregate liquidation amount of trust securities validly tender, and do not validly withdraw; and



•

holders of 90% of the aggregate principal amount of convertible notes validly tender, and do not validly withdraw, those convertible notes; and



•

holders of 90% of the aggregate principal amount or, if applicable, accreted principal amount, outstanding as of March 26, 2004 of Robbins bonds validly tender, and do not validly withdraw, those Robbins bonds; and



•

holders of 90% of the aggregate principal amount of 2005 notes validly tender, and do not validly withdraw, those 2005 notes.

        The summary pro forma financial data also give effect to the concurrent issuance of $120 million aggregate principal amount of upsize notes. The upsize notes are being offered and sold in a separate private transaction to certain holders of 2005 notes and convertible notes that participate in the exchange offer. It is anticipated that the proceeds from the upsize notes offering will be used to reduce amounts outstanding under our senior secured credit agreement.

        The exchange of the 2005 notes for equity and new notes will be accounted for in accordance with Emerging Issue Task Force Issue No. 96-19, which we refer to as EITF 96-19, "Debtor's Accounting for a Modification or Exchange of Debt Instruments". We will account for the treatment of the 2005 notes in the exchange offer using either the modification method or the extinguishment method, as appropriate. Whether the exchange of the 2005 notes is a modification or extinguishment under EITF 96-19 is dependent on the interest rate on the new notes and the value of the common shares and preferred shares on the closing date. If the interest rate on the new notes is 11.086% and the price per common share on the closing date of the exchange offer is $1.43 or greater then the extinguishment method will apply. If the interest rate on the new notes is 11.086% and the price per common share is $1.42 or less, then the modification method will apply. You should read "Accounting Treatment for the Exchange Offer" on page 65 for more information regarding the accounting methods to be applied.

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

15

																	Pro forma for the exchange offer and the upsize notes offering Fiscal year ended December 26, 2003(1)(2) (modification method)			Pro forma for the exchange offer and the upsize notes offering Fiscal year ended December 26, 2003(2)(3) (extinguishment method)			Pro forma for the exchange offer and the upsize notes offering Three Months ended March 26, 2004(1)(2) (modification method)			Pro forma for the exchange offer and the upsize notes offering Three Months ended March 26, 2004(2)(3) (extinguishment method)
		Fiscal year ended
											Three Months ended March 26, 2004			Three Months ended March 28, 2003
		2003			2002			2001
		(in thousands, except ratios)
Statement of Operations Data:
Revenues		$	3,801,308		$	3,574,537		$	3,392,474		$	702,308		$	810,868		$	3,801,308		$	3,801,308		$	702,308		$	702,308
(Loss)/earnings before income taxes			(109,637	)(4)		(360,062	)(5)		(212,965	)(6)		9,146	(13)		(12,362	)(14)		(81,000	)(4)		(82,995	)(4)		17,930	(13)		17,534	(13)
Provision/(benefit) for income taxes			47,426			14,657			123,395	(7)		13,444			7,458			47,426			47,426			13,444			13,444
(Loss)/earnings prior to cumulative effect of a change in accounting principle			(157,063	)		(374,719	)		(336,360	)		(4,298	)		(19,820	)		(128,426	)		(130,421	)		4,486			4,090
Cumulative effect of a change in accounting principal for goodwill, net of $0 tax			—			(150,500	)(8)		—			—			—			—			—			—			—
Net (loss)/earnings		$	(157,063	)	$	(525,219	)	$	(336,360	)	$	(4,298	)	$	(19,820	)	$	(128,426	)	$	(130,421	)	$	4,486		$	4,090
Net (loss)/earning allocated to preferred shareholders		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	1,630		$	1,486
Net (loss)/earning available to common shareholders		$	(157,063	)	$	(525,219	)	$	(336,360	)	$	(4,298	)	$	(19,820	)	$	(128,426	)	$	(130,421	)	$	2,856		$	2,604
(Loss)/earnings per share: basic and diluted:
	Net (loss)/earnings prior to cumulative effect of a change in accounting principles	$	(3.83	)	$	(9.15	)	$	(8.23	)	$	(0.10	)	$	(0.48	)	$	(0.98	)	$	(0.99	)	$	0.02		$	0.02
Cumulative effect on prior years (to December 28, 2001) of a change in accounting principle for goodwill		$	—		$	(3.67	)	$	—		$	—		$	—
(Loss)/earnings per share:
	basic and diluted	$	(3.83	)	$	(12.82	)	$	(8.23	)	$	(0.10	)	$	(0.48	)	$	(0.98	)	$	(0.99	)	$	0.02		$	0.02
Weighted average number of shares outstanding—basic			41,045			40,957			40,876			41,055			41,035			131,183			131,183			131,193			131,193
Effect of stock options and common shares under a restricted stock plan(9)			—			—			—			—			—			—			—			421			421
Weighted average number of shares outstanding—diluted			41,045			40,957			40,876			41,055			41,035			131,183			131,183			131,614			131,614
Cash Flow Data:
Net cash provided/(used) by operating activities		$	(62,098	)	$	160,365		$	(88,681	)	$	29,568		$	(16,970	)
Net cash provided/(used) by investing activities			105,895			(122,706	)		43,212			(14,023	)		69,324
Net cash provided/(used) by financing activities			(51,805	)		60,002			85,533			(7,610	)		(16,967	)
Other Data:
EBITDA(10)		$	21,421		$	(219,209	)	$	(72,731	)	$	42,627		$	19,242		$	16,782		$	16,750		$	41,467		$	41,459
Ratio of total debt to net earnings (loss)			(6.6	)		(3.0	)		(3.1	)		(239.3	)		(55.8	)		(4.5	)		(4.3	)		128.3			137.1
Ratio of earnings to fixed charges(11)			—			—			—			1.51			—			—			—			2.30			2.25

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		As of March 26, 2004
		Actual			Pro Forma for the exchange offer and the upsize notes offering(1)(2) (modification method)			Pro Forma for the exchange offer and the upsize notes offering(2)(3) (extinguishment method)
		(in thousands)
Balance Sheet Data:
Current assets		$	1,092,996		$	1,059,718		$	1,059,718
Current liabilities		$	1,312,850		$	1,284,291		$	1,284,291
Working capital		$	(219,854	)	$	(224,573	)	$	(224,573	)
Land, building and equipment (net)		$	303,606		$	303,606		$	303,606
Total assets		$	2,418,943		$	2,366,073		$	2,367,604
Long-term borrowing (including current installments):
	Corporate and other debt	$	132,348		$	12,348		$	12,348
	Project debt	$	133,911		$	133,911		$	133,911
	Capital lease obligations	$	63,374		$	63,374		$	63,374
Subordinated Robbins Facility exit funding obligations		$	113,693		$	11,368		$	11,368
Convertible subordinated notes		$	210,000		$	21,000		$	21,000
Preferred trust securities		$	175,000		$	43,750		$	43,750
6.75% senior notes due 2005		$	200,000		$	20,000		$	20,000
Fixed rate senior secured notes due 2011, Series A(15)		$	—		$	149,684		$	135,000
Fixed rate senior secured notes due 2011, Series B(12)(15)		$	—		$	120,000		$	120,000

(1)

Assumes the treatment of the 2005 notes in the exchange offer is accounted for using the modification method.

(2)

In accordance with Emerging Issue Task Force Issue No. 96-19 "Debtor's Accounting for a Modification or Exchange of Debt Instruments" we will account for the treatment of the 2005 notes in the exchange offer using either the modification method or the extinguishment method, as appropriate. You should read "Accounting Treatment for the Exchange Offer" for more information.

(3)

Assumes the treatment of 2005 notes in the exchange offer is accounted for using the extinguishment method.

(4)

Includes in fiscal year 2003, a $(15,100) impairment loss on the anticipated sale of a domestic corporate office building; a $16,700 gain on the sale of certain assets of Environmental and a gain of $4,300 on the sale of a waste-to-energy plant; revisions to project claim estimates and related cost $1,500; revisions to project estimates and related receivable allowances $(32,300); provision for asbestos claims $(68,100); performance intervention and restructuring charges $(43,600); charges for severance cost $(15,900); and legal and other $800.

(5)

Includes in fiscal year 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 allowances ($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).

(6)

Includes in fiscal year 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 allowances ($123,600); provision for domestic plant impairment ($6,100); increased pension and postretirement medical costs ($9,100); and severance, increased legal and other provisions ($38,200).

(7)

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

(8)

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

(9)

The effect of the stock options is only included in the calculation of pro forma diluted earnings per share for the three months ended March 26, 2004 as the effect of the options were antidilutive for all other periods presented due to losses incurred during those periods. The effect of the convertible notes was not included in the calculation of diluted earnings per share as the assumed conversion of the convertible notes was anitdilutive.

(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 has presented EBITDA because it believes it is an important supplemental measure of operating performance. 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 agreement. Foster Wheeler believes that the line item on its consolidated statement of earnings entitled "net earnings (loss)" is the most directly comparable GAAP measure to EBITDA. Since EBITDA is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net earnings (loss) as an indicator of operating performance. EBITDA, as Foster Wheeler calculates it, may not be comparable to similarly titled measures employed by other companies. In addition, this measure does not necessarily represent funds available for discretionary use, and is not necessarily a measure of Foster Wheeler's ability to fund its cash needs. As EBITDA excludes certain financial information compared with net earnings (loss), the most directly comparable GAAP financial

17

measure, users of this financial information should consider the type of events and transactions which are excluded. A reconciliation of EBITDA, a non-GAAP financial measure, to net earnings (loss) a GAAP measure, is shown below.

																Pro forma for the exchange offer and the upsize notes offering Fiscal year ended December 26, 2003(1)(2)(15) (modification method)			Pro forma for the exchange offer and the upsize notes offering Fiscal year ended December 26, 2003(2)(3)(15) (extinguishment method)
	Year ended
										Three Months ended March 26, 2004			Three Months ended March 28, 2003
	December 26, 2003			December 27, 2002			December 28, 2001															Pro forma for the exchange offer and the upsize notes offering Three months ended March 26, 2004(1)(2)(15) (modification method)		Pro forma for the exchange offer and the upsize notes offering Three months ended March 26, 2004(2)(3)(15) (extinguishment method)
EBITDA	$	21,421		$	(219,209	)	$	(72,731	)	$	42,627		$	19,242		$	16,782		$	16,750		$	41,467	$	41,459
Less: Interest expense		95,484			83,028			84,484			25,432			21,794			62,208			64,171			15,488		15,876
Less: Depreciation and amortization		35,574			57,825			55,750			8,049			9,810			35,574			35,574			8,049		8,049
(Loss)/earnings before income tax		(109,637	)		(360,062	)		(212,965	)		9,146			(12,362	)		(81,000	)		(82,995	)		17,930		17,534
Income tax		47,426			14,657			123,395			13,444			7,458			47,426			47,426			13,444		13,444
Net loss prior to cumulative effect of a change in accounting principle of goodwill		(157,063	)		(374,719	)		(336,360	)		(4,298	)		(19,820	)		(128,426	)		(130,421	)		4,486		4,090
Cumulative effect on prior years of a change in accounting principle of goodwill		—			(150,500	)		—			—			—			—			—			—		—
Net (loss) earnings	$	(157,063	)	$	(525,219	)	$	(336,360	)	$	(4,298	)	$	(19,820	)	$	(128,426	)	$	(130,421	)	$	4,486	$	4,090

Our non-GAAP performance measure, "EBITDA" has certain material limitations as follows:

•

It does not include interest expense. Because we have borrowed substantial amounts of money to finance some of our operations, interest is a necessary and ongoing part of our costs and has assisted us in generating revenue. Therefore any measure that excludes interest expense has material limitations;



•

It does not include taxes. Because the payment of taxes is a necessary and ongoing part of our operations, any measure that excludes taxes has material limitations;



•

It does not include depreciation. Because we must utilize substantial property, plant and equipment in order to generate revenues in our operations, depreciation is a necessary and ongoing part of our costs. Therefore any measure that excludes depreciation has material limitations.

(11)

Includes in fiscal years 2001, 2002 and 2003 and in the three month periods ended March 26, 2004 and March 28, 2003 dividends on preferred securities of a subsidiary trust of $15,750, $16,610, $18,130, $4,792 and $4,372, respectively. The pro forma results for the year ended December 26, 2003 include a $13,891 reduction in dividends on the trust securities, a $13,434 reduction in interest on the convertible notes, a $1,136 increase in interest on the 2005 notes under the modification method and a $3,100 increase in interest on the 2005 notes under the extinguishment method, and a $7,351 reduction in interest on the Robbins bonds. The pro forma results for the three months ended March 26, 2004 include a $3,667 reduction in dividends on the trust securities, a $3,363 reduction in interest on the convertible notes, a $314 increase in interest on the 2005 notes under the modification method and a $702 increase in interest on the 2005 notes under the extinguishment method, and a $1,830 reduction in interest on the Robbins bonds. The pro forma results also include the issuance of $120,000 in aggregate principal amount of upsize notes, the proceeds of which will be used to reduce amounts outstanding under our senior secured credit agreement. Earnings are inadequate to cover fixed charges by $216,122, $363,418, $116,803 and $15,608 for fiscal years 1999, 2001, 2002 and 2003 and the three-month period ended March 28, 2003, respectively. The coverage deficiency is $88,166 for the year ended December 26, 2003 on a pro forma basis using the modification method for the exchange offer and $90,161 for the year ended December 26, 2003 on a pro forma basis using the extinguishment method for the exchange offer.

(12)

Reflects issuance of $120,000 in aggregate principal amount of fixed rate senior secured notes due 2011 or the upsize notes, expected to be issued concurrently with the exchange offer in a separate private transaction to certain holders of 2005 notes and convertible notes. For the purposes of the pro forma financial data included herein, we have assumed an interest rate of 11.086% per annum. This private offering is conditional on the consummation of the exchange offer. Proceeds from the upsize notes offering will be used to reduce amounts outstanding under Foster Wheeler LLC's senior secured credit agreement. Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries and collateral, the interest rate will increase by one percentage point per annum.

(13)

Includes in the three months ended March 26, 2004, a $11,700 gain on asbestos settlements; a $10,500 gain on the sale of development rights to a power project in Italy; reserves recorded on a lump-sum project in Europe ($24,600); restructuring activities and credit agreement costs ($9,300); and severance costs ($400).

(14)

Includes in the three months ended March 28, 2003, a $15,300 gain on the sale of certain assets of Environmental; revisions to contract cost estimates ($16,100); restructuring activities and credit agreement costs ($10,400); severance costs ($6,200); and legal settlements and other provisions ($1,800).

(15)

The interest rate on the new notes will equal a rate of 6.65% plus that yield on U.S. Treasury notes having a remaining maturity, as of the second business day prior to the expiration date of the exchange offer, equal to the maturity of the new notes. The pro forma financial data presented in tables beginning on page 16 reflect pro forma results giving effect to the exchange offer and the upsize notes offering assuming an interest rate of 11.086%.

18

RISK FACTORS

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

Risk Factors Relating to Security Holders Participating in the Exchange Offer

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

        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 March 26, 2004, total accrued and unpaid dividends were $6.12 for each $25 in aggregate liquidation amount per trust security. For each trust security that you exchange, you will be entitled to receive 2.781 common shares and 0.03 preferred shares of Foster Wheeler Ltd. You will not receive any additional consideration for accrued and unpaid dividends on your trust securities.

Dividend income, if any, on common shares and preferred shares will not be exempt from U.S. federal income taxation.

        Interest paid on Robbins bonds is specifically exempt from U.S. federal income taxation. Dividend income, if any, on common shares or preferred shares received by U.S. holders 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 securities who participate in the exchange offer will lose their rights under the indentures and other agreements governing the securities that they tender.

        Upon tendering securities in the exchange offer for our common shares and preferred shares, holders of securities will lose the contractual and legal rights they currently have under the indentures and other agreements governing the securities that they tender and will have different rights as shareholders. For example, the holders of trust securities who tender their trust securities for common shares and preferred 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 issued in the exchange offer will likely react to changes in our business and financial condition with a higher degree of volatility than will the value of a trust security or debt claim. Consequently, as equity holders, 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.

SEC rules relating to low-priced or penny stock may make it more difficult for you to buy or sell our common shares and for us to enter into future equity financings or to effect an acquisition or merger with other businesses.

        Our common shares were traded on the NYSE until they were delisted on November 14, 2003. Now our common shares trade on the NASD's Over-the-Counter Bulletin Board under the symbol "FWLRF.OB" and trading in our shares may be adversely affected by an SEC rule that imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors. Accredited investors are generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. For transactions covered by these rules, a broker-dealer must make a special suitability determination for each purchaser and receive the purchaser's written agreement to the transaction prior to the sale. These requirements may reduce the potential market for our common shares by reducing the number of potential investors. Additionally, these rules may affect the ability of broker-

19

dealers to sell our common shares and also may affect the ability of holders of our common shares to resell their common shares. In addition, the fact that our common shares remain delisted may make our shares less attractive to third parties, which could adversely affect our ability to enter into future equity financing transactions or to effect an acquisition or merger with other businesses.

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 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 shares being exchanged for the 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 preferred shares and the common shares will rank junior to all of our 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 March 26, 2004, the preferred shares and the common shares, of Foster Wheeler Ltd. would have effectively ranked junior to approximately $831 million of debt of Foster Wheeler Ltd. and its subsidiaries, as well as approximately $134 million of limited recourse project debt of special purpose subsidiaries and approximately $63 million of capital lease obligations. The preferred shares and the common shares will also rank junior to the $150 million in aggregate principal amount of new notes, the $120 million in aggregate principal amount of upsize notes being offered concurrently with the exchange offer, amounts outstanding under the senior secured credit agreement and any debt incurred in the future. As of March 26, 2004, after giving effect to the exchange offer and the upsize notes offering (including repayment of approximately $120 million in amounts outstanding under the senior secured credit agreement), the common shares and the preferred shares would have effectively ranked junior to approximately $363 million of debt of Foster Wheeler and its subsidiaries, as well as approximately $134 million of project debt of special purpose subsidiaries and approximately $63 million of capital lease obligations.

On November 14, 2003, our common shares and trust securities were delisted from the NYSE. We intend to seek an alternate listing of the common shares after the exchange offer is completed, however we may not be able to successfully list our common shares. 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 may not be able to successfully list our common shares following the exchange offer.

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

        We are offering up to 99,768,745 common shares and 1,074,812 preferred shares to the holders of the securities in connection with the exchange offer. As of March 26, 2004, 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 up to approximately 236 million common shares of Foster Wheeler Ltd. issued and outstanding on a fully converted basis, including 9,800,000 common shares to be issued to members of senior management and the board of directors of Foster Wheeler

20

pursuant to its Management Restricted Stock Plan and excluding 8,868,667 shares allocated for employee options and up to 1,308,575 shares for non-exchanged convertible notes assuming the preferred shares are converted in full. This means that our existing common shareholders will hold only approximately 21.4% of our common shares following the exchange offer, assuming such conversion and including common shares to be issued to senior management in connection with the exchange offer.

        The issuance of common shares, including common shares upon the conversion of preferred 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 preferred shares or common shares immediately following the exchange offer. The issuance of the common shares and preferred shares offered pursuant to this prospectus has been registered with the SEC. As a consequence, we expect that all of our outstanding common shares, including upon conversion of the preferred shares, will, in general, be freely tradeable under U.S. securities laws.

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 shareholders 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. It may be difficult for investors to enforce in the United States judgments obtained in U.S. courts against Foster Wheeler Ltd. or its directors 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.

        The number of common shares and preferred 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 (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

21

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 the total combined voting power of our common shares and preferred 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 entitled to vote 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 the voting power of our common shares and preferred 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 the principal amount of their notes before holders who receive new notes in the exchange offer.

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

The U.S. federal income tax consequences to tendering holders of convertible notes are unclear.

        The qualification of the exchange of convertible notes for common shares and preferred shares as a tax-free "recapitalization" will depend upon whether the convertible notes constitute "securities" for U.S. federal income tax purposes. The term "security" is not defined in the Internal Revenue Code or applicable Treasury regulations and has not been clearly defined by court decisions or administrative rulings. Based upon an evaluation of various factors relevant to the classification of the convertible notes as securities, Foster Wheeler Ltd. intends to take the position that the convertible notes should be treated as securities for U.S. federal income tax purposes (in which case the exchange of convertible notes for common shares and preferred shares would qualify as a tax-free "recapitalization"). However, due to the lack of clear authority with respect to this issue, the treatment of the convertible notes as securities is uncertain. Because of this uncertainty, counsel will not render an opinion on this issue. If it is determined that the convertible notes are not securities, the exchange of convertible notes for common shares and preferred shares should be a taxable event (with respect to which gain or loss would be recognized by tendering U.S. holders) for U.S. federal income tax purposes.

The U.S. federal income tax consequences to tendering holders of 2005 notes are unclear.

        The qualification of the exchange of 2005 notes for new notes, common shares and preferred shares as a partially tax-free "recapitalization" will depend in part upon whether the 2005 notes and the new notes constitute "securities" for U.S. federal income tax purposes. The term "security" is not defined in the Internal Revenue Code or applicable Treasury regulations and has not been clearly defined by court decisions or administrative rulings. Based upon an evaluation of various factors relevant to the classification of the 2005 notes and the new notes as securities, Foster Wheeler LLC intends to take the position that the 2005 notes and the new notes should be treated as securities for U.S. federal income tax purposes (in which case the exchange of 2005 notes for new notes, common

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shares and preferred shares would qualify as a partially tax-free "recapitalization"). However, due to the lack of clear authority with respect to this issue, the treatment of the 2005 notes and the new notes as securities is uncertain. Because of this uncertainty, counsel will not render an opinion on this issue. If it is determined that either the 2005 notes or the new notes are not securities, the exchange of 2005 notes for new notes, common shares and preferred shares will be a taxable event (with respect to which gain or loss would be fully recognized by tendering U.S. holders) for U.S. federal income tax purposes.

New notes received in exchange for 2005 notes may be treated as issued with original issue discount.

        Depending upon the amount and type of trading activity with respect to the 2005 notes or the new notes, the issue price of the new notes would be either (i) the face amount of the new notes (which could exceed their fair market value) or (ii) the fair market value of the new notes on the date of the exchange of 2005 notes for new notes. If the issue price of the new notes is determined based on their fair market value, the new notes would be treated as issued with original issue discount to the extent their stated redemption price at maturity (that is, the sum of all payments to be made on the new notes other than stated interest) exceeds their issue price by more than a de minimis amount. Any such original issue discount would be includible in a U.S. holder's income on a constant yield-to-maturity basis over the term of the new notes (subject to offset in the case of a holder that is treated as having acquired the new notes at an "acquisition premium"). Accordingly, a U.S. holder may be required to recognize taxable income on its new notes without a corresponding receipt of cash.

Holders of trust securities will not receive any additional consideration if the market value of the trust securities increases.

        The value of the consideration that holders of trust securities receive in the exchange offer is fixed at 2.781 common shares and 0.030 preferred shares per trust security. Holders will not receive any additional consideration if the market value of the trust securities increases after the date of this prospectus.

Risks Factors Relating to the Preferred Shares

The preferred shares issued in the exchange offer may not become convertible into common shares of Foster Wheeler Ltd.

        The certificate of designation of the preferred shares provides that each preferred share will be optionally convertible into 80.0 common shares, par value $1.00 per share, if, as and when the number of authorized common shares of Foster Wheeler Ltd. is increased from 160 million to at least 223.3 million. Foster Wheeler Ltd. intends to hold a general meeting of its voting shareholders to effect this increase in its authorized capital promptly following the completion of the exchange offer. If the number of authorized common shares is not increased, the preferred shares will not become convertible into common shares but will remain preferred shares.

If the preferred shares become convertible, they will no longer be entitled to vote, except in certain limited circumstances as required under Bermuda law and Foster Wheeler Ltd.'s bye-laws.

        Upon issuance, the preferred shares will vote on an as converted basis together with the common shares as a single class, except in the limited circumstances described in this prospectus. If and when the preferred shares become convertible at each holder's option, they will cease to vote except in limited circumstances as required under Bermuda law and Foster Wheeler Ltd.'s bye-laws.

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Our preferred shares are not listed or quoted on any national securities exchange or other market; if the preferred shares do not convert on or before October 24, 2004, we intend to seek a listing for the preferred shares, however we may not be able to successfully list the preferred shares, which may cause the preferred shares to have reduced liquidity compared with securities listed on an organized market or exchange. Moreover, if the preferred shares become convertible, we will not seek a listing and, if listed, are obligated to delist the preferred shares at that time.

        Our preferred shares are not listed or quoted on any national securities exchange or other market. We have agreed to use our commercially reasonable best efforts to facilitate the quotation of the preferred shares on the Over-the-Counter Bulletin Board or, at such time as Foster Wheeler Ltd. meets the applicable criteria, to list the preferred shares on the NYSE or NASDAQ, if the preferred shares are not converted to common shares by October 24, 2004. Moreover, if the preferred shares become convertible, we will not seek a listing and, if listed, are obligated to delist the preferred shares at that time. The preferred shares may have reduced liquidity compared with securities listed on an organized market or exchange and may be subject to higher transaction costs for trades as a result. In addition, because the number of our preferred shares outstanding after the consummation of the exchange offer will be less than the number of our common shares outstanding after the exchange offer, the preferred shares may have reduced liquidity compared with our common shares.

An active trading market for the preferred shares may not develop, which could reduce their value.

        The preferred shares are a new issue of securities for which there is currently no public market. Although the preferred shares will carry dividend and other similar rights that are substantially the same as the rights of the number of common shares into which they are convertible and they will carry voting rights only until such time as they become convertible, we cannot predict whether an active trading market for the preferred shares will develop or be sustained and they may not trade with or at the same price (on an as converted basis) as the common shares. No market in the preferred shares may develop, and any market that develops may not last. To the extent that an active trading market does not develop, the price at which you may be able to sell the preferred shares may be less than the price at which you acquire them in exchange for other securities.

In some circumstances the holders of common shares and the preferred shares are each entitled to a separate class vote in which the other class of shareholders will not vote. This could have the effect of providing each class of shareholders with a veto power over certain decisions of Foster Wheeler Ltd.

        Prior to becoming convertible, the preferred shares will generally vote on an "as converted" basis together with the common shares as a single class, and in any event, the preferred shares will vote on the proposal to increase the number of authorized shares of Foster Wheeler Ltd. as described in the section entitled "Terms of the Preferred Shares" on an as converted basis together with the common shares as a single class, which increase shall be authorized upon the affirmative vote of a majority of such votes cast. However, under Bermuda law and Foster Wheeler Ltd.'s bye-laws, any variation of the rights attached to either class of shares, whether by amendment, alteration or repeal of the terms of the memorandum of association or bye-laws of Foster Wheeler Ltd., resulting from any merger, amalgamation or similar business combination, or otherwise, would require the approval of at least three-fourths of the issued and outstanding shares of such class, voting as a separate class. This approval can be evidenced either by a unanimous consent in writing or by a resolution passed at a meeting of the holders of such class of shares at which a quorum consisting of at least two persons holding or representing one-third of the issued and outstanding shares of such class is present. This could result in the holders of each class of shares having the ability in some circumstances, such as a merger, amalgamation or consolidation, to prevent action to be undertaken by or affecting Foster Wheeler Ltd. which the holders of the other class of shares might otherwise approve. For more information, you should read the section entitled "Description of Share Capital."

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A future issuance of additional preferred shares of Foster Wheeler Ltd. may adversely affect the rights of Foster Wheeler Ltd.'s equity holders.

        The bye-laws of Foster Wheeler Ltd. authorize the issuance of up to 1,500,000 shares of "blank check" preferred shares, with such designations, rights, preferences, limitations and voting rights as may be determined upon issuance by Foster Wheeler Ltd.'s board of directors without further shareholder approval, 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 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 of association or bye-laws of Foster Wheeler Ltd. altering materially any provision of such shares. Foster Wheeler Ltd. has designated 400,000 shares of such preferred shares as its Series A Junior Participating Preferred Shares, and will designate 1,074,811.74 of such shares as Series B Convertible Preferred Shares which will be offered in the exchange offer and offering. Upon completion of the exchange offer, there will be up to 1,074,811.74 preferred shares issued and outstanding. Consequently, Foster Wheeler Ltd. will have 425,188.26 authorized but unissued preferred shares that may be issued in the future 25,188.26 of which can, at the discretion of the board of directors of Foster Wheeler Ltd., be designated as other series of preferred shares with dividend and liquidation preferences that may be senior, and may not be available to, the holders of Foster Wheeler Ltd. common shares. In the event Foster Wheeler Ltd. issues additional preferred shares, the holders of such shares may be entitled to receive dividends and distributions prior to their receipt by the holders of Foster Wheeler Ltd. common shares. Thus, holders of common shares could realize less than the amount of dividends and/or distributions to which they would otherwise be entitled had the new preferred shares not been issued.

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 indenture governing the trust securities 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 amount of gain, if any, that would be recognized in such a transaction is uncertain, and may exceed a holder's economic gain. Such a deemed exchange, whether or not taxable, may also result in the creation of a substantial amount of additional original issue discount (based on the difference between the fair market value of the trust securities and their face amount), which U.S. holders generally would be required to include in income over the term of the new trust securities in addition

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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). Because of their factual nature and the lack of clear authority, counsel will not render an opinion on the above issues.

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 of convertible notes who do not participate in the exchange offer will be deemed to exchange their convertible notes for new convertible notes in a transaction that will likely be taxable. The amount of gain, if any, that would be recognized in such a transaction is uncertain, and may exceed a holder's economic gain. 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. Because of their factual nature and the lack of clear authority, counsel will not render an opinion on the above issues.

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 of 2005 notes who do not participate in the exchange offer will be deemed to exchange their 2005 notes for new 2005 notes in a transaction that will likely be taxable. The amount of gain, if any, that would be recognized in such a transaction is uncertain, and may exceed a holder's economic gain. The new 2005 notes may be treated as issued with an 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. Because of their factual nature and the lack of clear authority, counsel will not render an opinion on the above issues.

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, respectively, in each case, as amended, which will significantly limit the rights of these holders.

        Trust Securities.    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. 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

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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 (1) merge with, or convey, transfer or lease its properties and assets to, other entities, (2) permit its subsidiaries to incur debt in excess of 10% of its net tangible assets, (3) incur certain liens without securing the 2005 notes equally and ratably and (4) 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 to the security currently in place with respect to the 2005 notes. As a consequence, the 2005 notes will no longer be secured by any collateral if the proposed amendments are adopted and will therefore rank junior in right of payment to senior secured debt of Foster Wheeler LLC, including debt under the senior secured credit agreement, any new senior credit facility, the new notes and the upsize notes with respect to the collateral securing such debt.

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.

We may be unable to repurchase the convertible notes which remain outstanding after the consummation of the exchange offer upon a change of control as required by the indenture governing the convertible notes.

        Upon the occurrence of certain specific change of control events, we must offer to repurchase all convertible notes which remain after the consummation of the exchange offer. In such circumstances, we may not have sufficient funds available to repay all of our senior indebtedness and other indebtedness that would become payable upon a change of control and to repurchase all of the convertible notes at the required prices. Our failure to purchase the convertible notes would be a default under the convertible notes indenture.

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 26, 2003 and the quarter ended March 26, 2004, 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 three-year period ended December 26, 2003, and in the quarter ended March 26, 2004 and had a shareholder deficit of approximately $881 million at March 26, 2004. 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

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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 2004 or thereafter. These matters raise substantial doubt about our ability 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 the private offering of the upsize notes. We intend to use the proceeds received from the offering of upsize notes to reduce amounts outstanding under our senior secured credit agreement. However, 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 continue to 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 improve 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, which include Foster Wheeler's corporate center, 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, which include Foster Wheeler's corporate center, 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 plans and other expenses related to corporate overhead. As of March 26, 2004, Foster Wheeler Ltd. and Foster Wheeler LLC had aggregate indebtedness of approximately $1 billion, all of which must be funded from distributions from subsidiaries of Foster Wheeler LLC. In addition, as of March 26, 2004, Foster Wheeler Ltd. had $584 million of undrawn letters of credit, bank guarantees and surety bonds issued and outstanding, $51 million of which were cash collateralized. As of March 26, 2004, we had cash, cash equivalents, short-term investments and restricted cash of approximately $454 million, of which approximately $356 million was held by our non-U.S. subsidiaries. We will require cash distributions from our non-U.S. subsidiaries to meet an anticipated $61 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.

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If we are unable to successfully address the deficiencies in our internal controls, our ability to report our financial results on a timely and accurate basis may be adversely affected

        During 2003, our financial reporting requirements increased significantly in connection with our 2002 10-K filing. The increased financial reporting stemmed from the SEC requirements relating to the security interest granted to the holders of the 2005 notes in August 2002, and from the financial reporting requirements relating to the proposed exchange offer and restructuring process. Nine additional sets of audited financial statements for subsidiary companies, including three year comparable results, were required for 2002 and the first nine months of 2003. Our permanent corporate accounting staff was not structured to address this increased workload under the deadlines required so we hired temporary professional personnel to assist with the process. Because the temporary personnel were unfamiliar with our operations, this led to audit adjustments deemed material in relation to the size of the subsidiaries in the financial reporting process. The external auditors notified the audit committee of our board of directors on December 16, 2003 that they believed the insufficient staffing levels in the corporate accounting department represented a "material weakness" in the preparation of the subsidiary financial statements, but noted that this did not constitute a material weakness for our consolidated financial statements. We have assigned the highest priority to the assessment of this internal control deficiency and are working together with the audit committee to resolve the issue. The insufficient staffing levels in the corporate accounting department were specifically related to the preparation of the subsidiary financial statements required under Rule 3-16 and not related to the preparation of Foster Wheeler Ltd.'s consolidated financial statements. The material weakness was addressed and the financial statements as filed were properly stated. In the second quarter 2004, we augmented our initial hires with three permanent senior financial personnel. Directors of Corporate Accounting and SEC Reporting, and a Manager of Financial Planning & Analysis were hired. The two directors each have significant public accounting experience and previously worked at public companies. Both hold active CPA licenses. The manager is assisting in the financial planning and analysis area. Additionally, we are seeking to hire two additional permanent accounting staff level personnel to replace two of the consultants hired in 2003. The consultancy personnel hired for the initial preparation of the subsidiary financial statements remain with us. If these actions are not successful in addressing these internal control issues, our ability to report our financial results on a timely and accurate basis may be adversely affected.

        On March 3, 2004, our external auditors notified the audit committee of our board of directors that they believed our lack of a formal process for senior financial management to review assumptions and check calculations on a timely basis relating to our asbestos liability and asset balances represented a "material weakness" in the internal controls for the preparation of our consolidated financial statements for 2003. In connection with the preparation of our 2003 consolidated financial statements, we submitted our calculations and assumptions relating to asbestos liability and related assets to the external auditors without them being reviewed by senior management. As a result, the external auditors noted a proposed change in an assumption used to calculate the liability that had not been approved by senior management and also noted a mechanical error in calculating the number of open claims. In response, we corrected the mechanical error in our calculation and determined not to make the proposed change in the assumption. Estimating our obligations arising from asbestos litigation, and the amounts of related insurance recoveries is a complex process involving many different assumptions about future events extending well into the future. These assumptions are developed by management together with its internal and external asbestos litigation team based on historical data regarding asbestos claims made against us, recoveries sought and settlement and trial resolution data. As these factors vary over any given period, the assumptions about future periods used to calculate our asbestos liabilities are adjusted correspondingly. In their March 3, 2004 letter, the external auditors recommended that the assumptions and calculations prepared by members of our asbestos litigation team be reviewed carefully by our chief accounting officer and that all significant assumptions and estimates, including changes thereof, be approved by our chief financial and chief executive officers prior to the asbestos calculations being submitted to the external auditor for review. We agreed with these suggestions and have adopted them both in connection with the 2003 audit and going forward. If these actions are not successful in addressing these internal control issues, our ability to report our financial results on a timely and accurate basis may be adversely affected.

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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 76% of our fiscal year 2003 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.

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 March 26, 2004, Foster Wheeler Ltd.'s total consolidated debt amounted to approximately $1 billion, $134 million of which was comprised of limited recourse project debt of special purpose subsidiaries. This debt includes $126.9 million of outstanding loans under the senior secured credit agreement, $200 million of 2005 notes, $210 million of convertible notes, $175 million of trust securities and $113.7 million of Robbins bonds outstanding. In addition, under our senior secured credit agreement we paid a $13.6 million fee on March 31, 2004 and our annual interest rate on our borrowings thereunder has been increased by an additional .50% per quarter until we have repaid $100 million of indebtedness thereunder. As of March 26, 2004, on a pro forma basis after giving effect to the exchange offer and the issuance of the upsize notes (including repayment of approximately $120 million of outstanding loans under the senior secured credit agreement), our total consolidated debt would have been $575 million, assuming the issuance of the new notes in exchange for 2005 notes is accounted for as a modification and $561 million assuming the issuance of new notes in exchange for 2005 notes is accounted for as an extinguishment. You should read "Accounting Treatment for the Exchange Offer" for more information. We will likely 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

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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 totaled approximately $100 million and will be about the same for 2004. 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 $1.4 million. After giving effect to the exchange offer and the private upsize notes offering (including repayment of approximately $120 million in amounts outstanding under the senior secured credit agreement), based on rates currently in effect in 2004, our debt service payment obligations would be approximately $74.1 million on an annual basis.

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 with respect to such debt. 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. Our failure to repay such amounts under our senior secured credit agreement and indentures would have a material adverse effect on our financial condition and operations and result in defaults under the terms of our other indebtedness.

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 would 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. As our senior secured credit agreement matures in April 2005, since April 2004, we no longer have the ability to obtain one-year letters of credit. 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 anticipated.

        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. The selling price is 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 the first quarter of 2004 and during fiscal years 2003 and 2002, we took charges of approximately

31

$24.6 million, $30.8 million and $216.7 million, respectively, relating to underestimated costs and post-completion warranty obligations primarily 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:

•

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 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 performance enhancements. This plan may not be successful, we may record significant charges 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 some of our indebtedness in the near term. We 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, including our corporate center, 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

32

materials and performance of engineering, construction and other work on projects before payment is received from customers. In some cases, we are contractually obligated to our customers to fund working capital on our projects. 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 any 2005 notes and convertible notes that are not exchanged and which remain outstanding after this exchange offer mature in April 2005, November 2005 and June 2007, respectively, and will need to be repaid or refinanced at or prior to such dates. In addition, the new notes and the upsize notes mature in 2011 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 increases in working capital requirements would have a material adverse effect on 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 at the end of 2003 declined 58% as compared to the year 2002. This decline is primarily attributable to the sale of assets of Foster Wheeler Environmental Corporation and our completion of several large projects that were booked into backlog in 2002 and executed in 2003. Backlog as of March 26, 2004 declined 6% as compared to the end of 2003. 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 year end 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:

•

the rate at which new claims are filed;

33

•

the number of new claimants;



•

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



•

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



•

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 year end 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 effect 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 March 26, 2004 includes as an asset an aggregate of approximately $540.8 million in probable insurance recoveries relating to (a) liability for pending and expected future asbestos claims through year end 2018. 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 prior to 2002, and a portion of the costs incurred in connection with

34

resolving asbestos claims during 2002 and 2003. The interim funding agreement was terminated in 2003. On February 13, 2001, litigation was commenced against us by certain insurers that were parties to the interim funding agreement seeking to recover from other insurers amounts previously paid by them under the interim funding agreement and to adjudicate their rights and responsibilities under our subsidiaries' 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.

        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

35

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.

        In 2002, we reduced our estimates of claim recoveries to reflect recent adverse experience due to our desire to monetize claims and poor economic conditions. As of March 26, 2004, we had $2.3 million of outstanding claims. In 2002, we recorded approximately $136.2 million in pre-tax contract related charges as a result of claims reassessment. We continue to pursue claims, but may not recover the full amount of these claims, and any future recoveries of these claims, if any, will be reflected as gains in our consolidated statement of operations. In 2003, Foster Wheeler Ltd. recorded a net gain related to contract claims of $1.5 million.

        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 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 55 countries around the world, with approximately 5,400, or 81%, 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, 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

36

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 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.

37

•

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 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.

38

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.

39

CAPITALIZATION

        The following capitalization tables show the consolidated cash, restricted cash and capitalization of Foster Wheeler Ltd. and its subsidiaries as of March 26, 2004, for both the modification method, using an assumed interest rate of 11.086% on the new notes (based on recent market data) and a common share price of $1.42 (at which price the exchange will be treated as a modification) and for the extinguishment method, using an assumed interest rate of 11.086% on the new notes (based on recent market data) and a common share price of $1.43 (at which price the exchange will be treated as an extinguishment):

•

on an actual historical basis, and



•

as adjusted to give effect:



(1)

to the completion of the exchange offer, assuming:



•

holders of 75% of the aggregate liquidation amount of trust securities validly tender, and do not validly withdraw, those trust securities;



•

holders of 90% of the aggregate principal amount of convertible notes validly tender, and do not validly withdraw, those convertible notes;



•

holders of 90% of the aggregate principal amount or, if applicable, accreted principal amount, outstanding as of March 26, 2004 of Robbins bonds validly tender, and do not validly withdraw, those Robbins bonds; and



•

holders of 90% of the aggregate principal amount of 2005 notes validly tender, and do not validly withdraw, those 2005 notes.



(2)

the concurrent issuance of $120 million aggregate principal amount of upsize notes. The upsize notes are being offered and sold in a separate private transaction to certain holders of 2005 notes and convertible notes that participate in the exchange offer. This private offering is conditional on the consummation of the exchange offer and the exchange offer is contingent on the private offering. It is anticipated that the proceeds from the upsize notes offering will be used to reduce amounts outstanding under our senior secured credit agreement.



(3)

payment to the lenders under our senior secured credit agreement of a fee of $13.6 million.



(4)

the award of 9,800,000 common shares of Foster Wheeler Ltd. to members of Foster Wheeler's senior management and board of directors to be issued, subject to certain restrictions, under a restricted stock plan which we intend to adopt before the closing of the exchange offer.

        The calculation of the actual price per share will be determined using the market price for the common shares and the fair value for the preferred shares on the closing date. Based upon the terms of the preferred shares, the fair value of a preferred share is expected to be equal to the market price of the corresponding number of common shares on an as converted basis.

        Whether the exchange of the 2005 notes is a modification or extinguishment under Emerging Issues Task Force Issue No. 96-19 is dependent on the interest rate on the new notes and the value of the common shares and preferred shares on the closing date. The charts on pages 45 and 46 indicate when the modification versus extinguishment method of accounting will apply at various interest rates and stock prices and how the interest rate will be determined.

        You should read this information together with the 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 Statements" 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. You should also read "Accounting Treatment for the Exchange Offer" for more information regarding the accounting treatment for the 2005 notes using the modification method and extinguishment method.

40

Capitalization
(In thousands, except share amounts)
Modification Method:

		As of March 26, 2004
		Actual			Adjustments (modification method)			As adjusted (modification method)
Unrestricted cash and cash equivalents(1)		$	380,742		$	(33,278	)	$	347,464
Restricted cash and cash equivalents			73,021			—			73,021
Total restricted and unrestricted cash and cash equivalents		$	453,763		$	(33,278	)	$	420,485
Short-term debt:
	Current installments on long-term debt(5)	$	20,945		$	(1,521	)	$	19,424
	Bank loans		—			—			—
	Total short-term debt		20,945			(1,521	)		19,424
Long-term debt:
	Senior secured credit facility(2)		126,912			(120,000	)		6,912
	Other debt		5,436			—			5,436
	6.75% senior notes due 2005(3)		200,000			(180,000	)		20,000
	Fixed rate senior secured notes due 2011, Series A(4)(10)		—			149,684			149,684
	Fixed rate senior secured notes due 2011, Series B(2)(10)		—			120,000			120,000
	Special-purpose project debt less current installments		115,735			—			115,735
	Capital lease obligations less current		62,295			—			62,295
	Subordinated Robbins exit funding obligations Series C less current(5)		87,595			(78,836	)		8,759
	Subordinated Robbins exit funding obligations Series D(5)		24,408			(21,968	)		2,440
	6.50% convertible subordinated notes due 2007(6)		210,000			(189,000	)		21,000
	Mandatory redeemable preferred securities of subsidiary holding solely junior subordinated deferrable interest debentures(7)		175,000			(131,250	)		43,750
Total long-term debt			1,007,381			(451,370	)		556,011
	Total debt		1,028,326			(452,891	)		575,435
Minority interest in equity of consolidated affiliates			21,970			—			21,970
Shareholders' deficit:
	Preferred shares: 1,500,000 shares authorized; $1.00 par value; none issued (935,831 Pro Forma)(9)		—			936			936
	Common shares: 160,000,000 shares authorized, $1.00 par value; 40,771,560 shares issued (137,443,780 Pro Forma)(8)(9)		40,772			96,671			137,443
	Paid-in capital(8)(9)		201,841			314,558			516,399
	Retained earnings (deficit)(8)		(815,352	)		60,920			(754,432	)
	Unearned compensation(9)		—			(13,916	)		(13,916	)
	Accumulated other comprehensive income		(308,003	)		—			(308,003	)
	Total shareholders' deficit		(880,742	)		459,169			(421,573	)
Total capitalization		$	169,554		$	6,278		$	175,832

(1)

Assumes estimated transaction costs of $6,550 and reflects the payment of accrued interest of $13,116 on the 2005 notes, the convertible notes, the Robbins bonds and under our senior secured credit agreement, and payment of a fee of $13,613 to the lenders under the senior secured credit facility.

(2)

Adjusted to reflect the concurrent offering of $120,000 in aggregate principal amount of upsize notes. The upsize notes will be offered and sold in a separate private transaction to certain holders of 2005 notes and convertible notes that participate in the exchange offer. Proceeds from the sale of the upsize notes will be used to reduce amounts outstanding under Foster Wheeler LLC's senior secured credit agreement. Foster Wheeler has the option to add other wholly owned guarantors and certain collateral within 90 days of the closing of the exchange offer. Should Foster Wheeler elect not to provide the additional guarantors and collateral, the interest rate will increase by one percentage point per annum. The private offering is conditional on the consummation of the exchange offer.

(3)

Adjusted to reflect the exchange of 90% of the 2005 notes for new notes, common stock and preferred stock. Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange.

(4)

Adjusted to reflect the issuance of $135 million of new notes, calculated as follows:

Face value of 2005 notes to be exchanged	$	180,000
Fair value of common shares and preferred shares	$	(29,519	)
Fees paid to/on behalf of holders	$	(797	)
Carrying value of the new notes	$	149,684

Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries and provide certain collateral, the interest rate will increase by one percentage point per annum.

(5)

Adjusted to reflect the exchange of 90% of the aggregate principal amount or, if applicable, aggregate accreted principal amount, of the Robbins bonds for common shares and preferred shares. Current installments on long term debt at March 26, 2004 includes $1,521 related to the Robbins bonds.

(6)

Adjusted to reflect the exchange of 90% of the aggregate principal amount of the convertible notes for common shares and preferred shares.

41

(7)

Adjusted to reflect the exchange of 75% of the aggregate liquidation amount of the trust securities for common shares and preferred shares.

(8)

The pro forma capitalization table, as adjusted, has been prepared to reflect the exchange of 90% of the convertible notes and Robbins bonds for common shares and preferred shares, the exchange of 75% of the trust securities for common shares and preferred shares, the exchange of 90% of the 2005 notes for new notes, common shares and preferred shares, and the issuance of $120,000 aggregate principal amount of upsize notes, the proceeds of which will be used to repay amounts outstanding under the senior secured credit agreement, as of March 26, 2004 assuming a share price of $1.42 per share. For sensitivities, please refer to the footnotes to the unaudited pro forma condensed consolidated balance sheet on page 48.

		Senior Secured Credit Agreement and Restricted Stock Plan			2005 Notes			Robbins Bonds			Convertible Notes			Trust Securities			Total
		(in thousands)
Par value of common shares issued		$	9,800	†	$	11,169		$	21,791		$	39,311		$	14,600		$	96,671
Par value of preferred shares issued		$	—		$	120		$	235		$	423		$	158		$	936
Paid in capital		$	4,116		$	18,230		$	35,583		$	232,762		$	23,867		$	314,558
Retained Deficit:
	Debt conversion expense	$	—		$	—		$	—		$	(88,353	)	$	—		$	(88,353	)
	Gain on exchange	$	—		$	—		$	44,716		$	—		$	124,736		$	169,452
	Write-off issuance and offering cost	$	(11,559	)*	$	(1,825	)	$	(1,124	)	$	—		$	(5,671	)	$	(20,179	)
Total change		$	(11,559	)	$	(1,825	)	$	43,592		$	(88,353	)	$	119,065		$	60,920

*

Reflects the write-off of the unamortized portion of a fee of $13,613 paid to lenders under our senior secured credit facility. The amount of $1,899 was amortized in the first quarter of 2004.



†

Reflects the issuance of 9,800,000 common shares of Foster Wheeler Ltd. to members of Foster Wheeler's senior management and board of directors, to be issued, subject to certain restrictions, under a restricted stock plan which we intend to adopt before the closing of the exchange offer, at a price of $1.42 per share. Grants under the plan will be expensed over a three year vesting period.

(9)

Reflects the issuance of 9,800,000 common shares of Foster Wheeler Ltd. to members of Foster Wheeler's senior management and board of directors, to be issued, subject to certain restrictions, under a restricted stock plan which we intend to adopt before the closing of the exchange offer, at a price of $1.42 per share. Grants under the plan will be expensed over a three year vesting period.

(10)

The interest rate on the new notes will equal a rate of 6.65% plus that yield on U.S. Treasury notes having a remaining maturity, as of the second business day prior to the expiration date of the exchange offer, equal to the maturity of the new notes. The "as adjusted" financial data included in the capitalization tables beginning on page 41 reflects pro forma results giving effect to the exchange offer and the upsize notes offering assuming an interest rate of 11.086%.

42

Capitalization
(In thousands, except share amounts)
Extinguishment Method:

		As of March 26, 2004
		Actual			Adjustments (extinguishment method)			As adjusted (extinguishment method)
Unrestricted cash and cash equivalents(1)		$	380,742		$	(33,278	)	$	347,464
Restricted cash and cash equivalents			73,021			—			73,021
Total restricted and unrestricted cash and cash equivalents		$	453,763		$	(33,278	)	$	420,485
Short-term debt:
	Current installments on long-term debt(5)	$	20,945		$	(1,521	)	$	19,424
	Bank loans		—			—			—
	Total short-term debt		20,945			(1,521	)		19,424
Long-term debt:
	Senior secured credit facility(2)		126,912			(120,000	)		6,912
	Other debt		5,436			—			5,436
	6.75% senior notes due 2005(3)		200,000			(180,000	)		20,000
	Fixed rate senior secured notes due 2011, Series A(4)(10)		—			135,000			135,000
	Fixed rate senior secured notes due 2011, Series B(2)(10)		—			120,000			120,000
	Special-purpose project debt less current installments		115,735			—			115,735
	Capital lease obligations less current		62,295			—			62,295
	Subordinated Robbins exit funding obligations Series C less current(5)		87,595			(78,836	)		8,759
	Subordinated Robbins exit funding obligations Series D(5)		24,408			(21,968	)		2,440
	6.50% convertible subordinated notes due 2007(6)		210,000			(189,000	)		21,000
	Mandatory redeemable preferred securities of subsidiary holding solely junior subordinated deferrable interest debentures(7)		175,000			(131,250	)		43,750
Total long-term debt			1,007,381			(466,054	)		541,327
	Total debt		1,028,326			(467,575	)		560,751
Minority interest in equity of consolidated affiliates			21,970			—			21,970
Shareholders' deficit:
	Preferred shares: 1,500,000 shares authorized; $1.00 par value; none issued (935,831 Pro Forma)(9)		—			936			936
	Common shares: 160,000,000 shares authorized, $1.00 par value; 40,771,560 shares issued (137,443,780 Pro Forma)(8)(9)		40,772			96,671			137,443
	Paid-in capital(8)(9)		201,841			316,156			517,997
	Retained earnings (deficit)(8)		(815,352	)		75,635			(739,717	)
	Unearned compensation(9)		—			(14,014	)		(14,014	)
	Accumulated other comprehensive income		(308,003	)		—			(308,003	)
	Total shareholders' deficit		(880,742	)		475,384			(405,358	)
Total capitalization		$	169,554		$	7,809		$	177,363

(1)

Assumes estimated transaction costs of $6,550 and reflects the payment of accrued interest of $13,116 on the 2005 notes, the convertible notes, the Robbins bonds and our senior secured credit agreement, and payments of a fee of $13,613 to the lenders under the senior secured credit facility.

(2)

Adjusted to reflect the concurrent offering of $120,000 in aggregate principal amount of upsize notes. The upsize notes will be offered and sold in a separate private transaction to certain holders of 2005 notes and convertible notes that participate in the exchange offer. Proceeds from the sale of the upsize notes will be used to reduce amounts outstanding under Foster Wheeler LLC's senior secured credit agreement. Foster Wheeler has the option to add other wholly owned guarantors and certain collateral within 90 days of the closing of the exchange offer.

(3)

Adjusted to reflect the exchange of 90% of the aggregate principal amount of 2005 notes for new notes, common shares and preferred shares. Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries and collateral, the interest rate will increase one percentage point per annum.

(4)

Adjusted to reflect the issuance of $135,000 in aggregate principal amount of new notes. Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries and collateral, the interest rate will increase one percentage point per annum.

(5)

Adjusted to reflect the exchange of 90% of the aggregate principal amount or, if applicable, the aggregate accreted principal amount, of the Robbins bonds for common shares and preferred shares. Current installments on long term debt at March 26, 2004 includes $1,521 related to the Robbins bonds.

(6)

Adjusted to reflect the exchange of 90% of the aggregate principal amount of the convertible notes for common shares and preferred shares.

(7)

Adjusted to reflect the exchange of 75% of the aggregate liquidation amount of the trust securities for common shares and preferred shares.

43

(8)

The pro forma capitalization table, as adjusted, has been prepared to reflect the exchange of 90% of the convertible notes and Robbins bonds for common shares and preferred shares, the exchange of 75% of the trust securities for common shares and preferred shares the exchange of 90% of the 2005 notes for new notes, common shares and preferred shares, and the issuance of $120,000 in aggregate principal amount of upsize notes, the proceeds of which will be used to repay the senior secured credit agreement, as of March 26, 2004 assuming a price of $1.43 per share. For sensitivities, please refer to the footnotes to the unaudited pro forma condensed consolidated balance sheets on page 54.

		Senior Secured Credit Agreement and Restricted Stock Plan			2005 Notes			Robbins Bonds			Convertible Notes			Trust Securities			Total
		(in thousands)
Par value of common shares issued		$	9,800	†	$	11,169		$	21,791		$	39,311		$	14,600		$	96,671
Par value of preferred shares issued			—		$	120		$	235		$	423		$	158		$	936
Paid in capital		$	4,214	†	$	18,438		$	35,989		$	233,376		$	24,139		$	316,156
Retained Deficit:
	Debt conversion expense	$	0		$	0		$	0		$	(88,967	)	$	0		$	(88,967	)
	Gain on exchange		—		$	15,273		$	44,310			—		$	124,464		$	184,047
	Write-off of issuance and offering cost	$	(11,559)	*	$	(1,091	)	$	(1,124	)	$	—		$	(5,671	)	$	(19,445	)
Total change		$	(11,559	)	$	14,182		$	43,186		$	(88,967	)	$	118,793		$	75,635

*

Reflects the write-off of the unamortized portion of a fee of $13,613 paid to the lenders under our senior secured credit facility. The amount of $1,899 was amortized in the first quarter of 2004.



†

Reflects the issuance of 9,800,000 common shares of Foster Wheeler Ltd. to members of Foster Wheeler's senior management and board of directors, under a restricted stock plan which we intend to adopt before the closing of the exchange offer at a price of $1.43 per share. Grants under the plan will be expensed over a three year vesting period.

(9)

Reflects the issuance of 9,800,000 common shares of Foster Wheeler Ltd. to members of Foster Wheeler's senior management and board of directors, to be issued, subject to certain restrictions, under a restricted stock plan which we intend to adopt before the closing of the exchange offer at a price of $1.43 per share. Grants under the plan will be expensed over a three year vesting period.

(10)

The interest rate on the new notes will equal a rate of 6.65% plus that yield on U.S. Treasury notes having a remaining maturity, as of the second business day prior to the expiration date of the exchange offer, equal to the maturity of the new notes. The "as adjusted" financial data included in the capitalization tables beginning on page 41 reflects pro forma results giving effect to the exchange offer and the upsize notes offering assuming an interest rate of 11.086%.

44

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        The unaudited pro forma condensed consolidated income statements for the three months ended March 26, 2004 and the year ended December 26, 2003 give effect to the events discussed below as if each had occurred on December 28, 2002, the first day of our 2003 fiscal year. The unaudited pro forma condensed consolidated balance sheet as of March 26, 2004 gives effect to the exchange offer as if it had occurred on March 26, 2004. In each case we assume that:

•

holders of 75% of the aggregate liquidation amount of trust securities validly tender, and do not validly withdraw, those trust securities; and



•

holders of 90% of the aggregate principal amount of convertible notes validly tender, and do not validly withdraw, those convertible notes; and



•

holders of 90% of the aggregate principal amount or, if applicable, accreted principal amount, outstanding as of March 26, 2004, of Robbins bonds validly tender, and do not validly withdraw, those Robbins bonds; and



•

holders of 90% of the aggregate principal amount of 2005 notes validly tender, and do not validly withdraw, those 2005 notes.

        The unaudited pro forma condensed consolidated financial statements also give effect to the concurrent issuance of $120 million aggregate principal amount of upsize notes. The upsize notes are being offered and sold in a separate private transaction to certain holders of 2005 notes and convertible notes that participate in the exchange offer. This private offering is conditional on the consummation of the exchange offer. It is anticipated that the proceeds from the upsize notes offering will be used to reduce amounts outstanding under our senior secured credit agreement. In addition, the unaudited pro forma financial statements assume payment to the lenders under our senior secured credit facility of a fee of $13.6 million, and award of 9,800,000 common shares of Foster Wheeler Ltd. to members of Foster Wheeler's senior management and board of directors, to be issued, subject to certain restrictions, under a restricted stock plan which we intend to adopt before the closing of the exchange offer.

        The exchange of the 2005 notes for equity and new notes will be accounted for in accordance with EITF 96-19 "Debtor's Accounting for a Modification or Exchange of Debt Instruments". We will account for the treatment of the 2005 notes in the exchange offer using either the modification method or the extinguishment method, as appropriate. You should read "Accounting Treatment for the Exchange Offer" on page 65 for more information. The following chart indicates when the modification versus extinguishment method of accounting will apply at various interest rates and stock prices.

	Stock Price*
Interest Rate**
	Modification			Extinguishment
11.874%	$	1.13	*	$	1.14
11.586%	$	1.24		$	1.25
11.461%	$	1.28		$	1.29
11.336%	$	1.33		$	1.34
11.211%	$	1.37		$	1.38
11.086%	$	1.42		$	1.43
10.961%	$	1.46		$	1.47
10.836%	$	1.50		$	1.51
10.711%	$	1.55		$	1.56
10.586%	$	1.59		$	1.60

*

Closing share price on May 19, 2004

**

The yield on US Treasury Notes maturing 8/2011 plus 665 basis points as of May 19, 2004 (the "current assumed interest rate")

45

        The following table sets forth the EITF 96-19 calculation at an interest rate of 11.086% (current assumed interest rate, based on recent market data) and a price per common share of $1.43 (extinguishment method) and $1.42 (modification method) at the 90% minimum participation level (in thousands).

Share price at closing	$	1.13	$	1.42	$	1.43
Value of common and preferred shares issued	$	23,491	$	29,519	$	29,727
Present value of new notes*		167,232		167,232		167,232
Fees and expenses to/on behalf of holders		1,240		1,240		1,240
Total value	$	191,963	$	197,991	$	198,199
Accounting treatment **		Modification		Modification		Extinguishment

*

Using a discount rate of 6.75%, in accordance with EITF No 96-19.

**

If the total value is below $162 million (10% below $180,000 face value of 2005 notes) or above $198 million (10% above $180 million face value of 2005 notes), the exchange will be treated as an extinguishment. If the total value is between $162 million and $198 million, the exchange will be accounted for as a modification. The gain to be recognized under the extinguishment method would be $15.3 million and annual interest expense on the new notes would be $3.1 million more than the interest expense currently being recorded on the $180 million of 2005 notes. The gain to be recognized under the modification method would be $0 and annual interest expense on the new notes would be $1.1 million more than the interest expense currently being recorded on the $180 million of 2005 notes. The gain not recognized at closing under the modification method reduces interest expense over the life of the debt.

        The interest rate on the new notes will equal a rate of 6.65% plus that yield on U.S. Treasury notes having a remaining maturity, as of the second business day prior to the expiration date of the exchange offer, equal to the maturity of the new notes. The actual price per share will be determined using the market price for the common shares and the fair value for the preferred shares on the closing date. Based upon the terms of the preferred shares, the fair value of a preferred share is expected to be equal to the market price of the corresponding number of common shares on an as converted basis.

        The unaudited pro forma condensed consolidated financial statements presented in the tables beginning on page 47 reflect pro forma results giving effect to the exchange offer and the upsize notes offering assuming an interest rate of 11.086% and a stock price of $1.42 (modification method) and the unaudited pro forma condensed consolidated financial statements in the tables beginning on page 54 reflect pro forma results giving effect to the exchange offer and the upsize notes assuming an interest rate of 11.086% and a stock price of $1.43 (extinguishment method).

        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 financial statements, including the notes contained in the consolidated financial statements, of us and our subsidiaries, which are incorporated by reference in this prospectus.

46

Unaudited Pro Forma Condensed Consolidated Balance Sheet(1)
(In thousands)
(Modification Method)

	March 26, 2004		Pro Forma Adjustment for the Senior Secured Credit Agreement and Restricted Stock Plan(3)†			Pro Forma Adjustment for 2005 Notes(4)			Pro Forma Adjustment for Robbins Bonds(5)			Pro Forma Adjustment for Convertible Notes(6)			Pro Forma Adjustment for Trust Securities(7)			Pro Forma March 26, 2004
Cash, cash equivalents and short-term investments(2)	$	380,742	$	(15,897	)	$	(7,209	)	$	(3,794	)	$	(5,254	)	$	(1,124	)	$	347,464
Account and notes receivable, net		522,442		—			—			—			—			—			522,442
Contracts in process and inventories		127,184		—			—			—			—			—			127,184
Prepaid expenses, prepaid, deferred and refundable income taxes		62,628		—			—			—			—			—			62,628
Total current assets		1,092,996		(15,897	)		(7,209	)		(3,794	)		(5,254	)		(1,124	)		1,059,718
Land, buildings and equipment		622,172		—			—			—			—			—			622,172
Less accumulated depreciation		318,566		—			—			—			—			—			318,566
Net book value		303,606		—			—			—			—			—			303,606
Restricted Cash		73,021		—			—			—			—			—			73,021
Asbestos-related insurance recovery receivable		480,786		—			—			—			—			—			480,786
Other assets		468,534		(11,348	)		—			—			(3,698	)		(4,546	)		448,942
Total assets	$	2,418,943	$	(27,245	)	$	(7,209	)	$	(3,794	)	$	(8,952	)	$	(5,670	)	$	2,366,073
Current installments on long-term debt and bank loans	$	20,945	$	—		$	—		$	(1,521	)	$	—		$	—		$	19,424
Accounts payable and accrued expenses		585,262		(1,764	)		(4,587	)		(2,670	)		(4,095	)		—			572,146
Estimated cost to complete long-term contracts		578,049		—			—			—			—			—			578,049
Other current liabilities		128,594		(13,922	)		—			—			—			—			114,672
Total current liabilities		1,312,850		(15,686	)		(4,587	)		(4,191	)		(4,095	)		—			1,284,291
Corporate and other debt less current installments		248,083		(120,000	)		—			—			—			—			128,083
6.75% senior notes due 2005		200,000		—			(180,000	)		—			—			—			20,000
Fixed rate senior secured notes due 2011, Series A(8)(16)		—		—			149,684			—			—			—			149,684
Fixed rate senior secured notes due 2011, Series B(16)		—		120,000			—			—			—			—			120,000
Pension, post retirement and other employees benefits		303,961		—			—			—			—			—			303,961
Asbestos-related liability		502,287		—			—			—			—			—			502,287
Other liabilities (excluding minority interest)		170,718		—			—			—			—			—			170,718
Subordinated Robbins exit funding obligations Series C less current		87,595		—			—			(78,836	)		—			—			8,759
Subordinated Robbins exit funding obligations Series D		24,408		—			—			(21,968	)		—			—			2,440
Convertible subordinated notes		210,000		—			—			—			(189,000	)		—			21,000
Mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable interest debentures		175,000		—			—			—			—			(131,250	)		43,750
Deferred accrued interest expense – mandatory redeemable interest securities		42,813		—			—			—			—			(32,110	)		10,703
Total liabilities		3,277,715		(15,686	)		(34,903	)		(104,995	)		(193,095	)		(163,360	)		2,765,676
Minority interest in equity of consolidated affiliates		21,970		—			—			—			—			—			21,970

47

Shareholders' Deficit:
Preferred Shares(9)		—			—			120			235			423			158			936
Common shares(9)		40,772			9,800			11,169			21,791			39,311			14,600			137,443
Paid-in capital		201,841			4,116			18,230			35,583			232,762			23,867			516,399
Retained earnings (deficit)		(815,352	)		(11,559	)		(1,825	)		43,592			(88,353	)		119,065			(754,432	)
Unearned Compensation†		—			(13,916	)		—			—			—			—			(13,916	)
Accumulated other comprehensive loss		(308,003	)		—			—			—			—			—			(308,003	)
Total shareholders' deficit(1),(10),(11),(12),(13),(14),(15)		(880,742	)		(11,559	)		27,694			101,201			184,143			157,690			(421,573	)
Total liabilities and shareholders' deficit	$	2,418,943		$	(27,245	)	$	(7,209	)	$	(3,794	)	$	(8,952	)	$	(5,670	)	$	2,366,073

Notes to the unaudited pro forma condensed balance sheet:

(1)

The unaudited pro forma condensed consolidated balance sheet has been prepared to reflect the exchange of 90% of the convertible notes and Robbins bonds for common shares and preferred shares, the exchange of 75% of the trust securities for common shares and preferred shares, the exchange of 90% of the 2005 notes for new notes, common shares and preferred shares, and the issuance of $120,000 in aggregate principal amount of upsize notes, the proceeds of which will be used to repay amounts outstanding under the senior secured credit agreement, as of March 26, 2004.

		Senior Secured Credit Agreement and Restricted Stock Plan			2005 Notes			Robbins Bonds			Convertible Notes			Trust Securities			Total
		(in thousands)			(in thousands)			(in thousands)			(in thousands)			(in thousands)			(in thousands)
Par value of common shares issued		$	9,800	†	$	11,169		$	21,791		$	39,311		$	14,600		$	96,671
Par value of preferred shares issued		$	—		$	120		$	235		$	423		$	158		$	936
Paid in capital		$	4,116		$	18,230		$	35,583		$	232,762		$	23,867		$	314,558
Retained Deficit:
	Debt conversion expense	$	—		$	—		$	—		$	(88,353	)	$	—		$	(88,353	)
	Gain on exchange and offering	$	—		$	—		$	44,716		$	—		$	124,736		$	169,452
	Write-off issuance and offering cost	$	(11,559	)*	$	(1,825	)	$	(1,124	)	$	—		$	(5,671	)	$	(20,179	)
Total change		$	(11,559	)	$	(1,825	)	$	43,592		$	(88,353	)	$	119,065		$	60,920

*

Reflects the write-off of the unamortized portion of a fee of $13,613 paid to the lenders under our senior secured credit facility. The amount of $1,899 was amortized in the first quarter of 2004.



†

Reflects the issuance of 9,800,000 common shares of Foster Wheeler Ltd. to members of Foster Wheeler's senior management and board of directors, to be issued, subject to certain restrictions, under a restricted stock plan which we intend to adopt before the closing of the exchange offer, at a price of $1.42 per share. Grants under the plan will be expensed over a three

year vesting period. Awards under the plan are contingent upon the consummation of the exchange offer as described in this prospectus.

(2)

Assumes estimated transaction costs of $6,550 and reflects the payment of accrued interest of $13,116 on the 2005 notes, the convertible notes, the Robbins bonds and our senior secured credit agreement and payment of a $13,613 fee to the lenders under Foster Wheeler LLC's senior secured credit agreement.

(3)

Adjusted to reflect the concurrent offering of $120,000 in aggregate principal amount of upsize notes. The upsize notes will be offered and sold in a separate private transaction to certain holders of the 2005 notes and convertible notes that participate in the exchange offer. Proceeds from the sale of the upsize notes will be used to reduce amounts outstanding under Foster Wheeler LLC's senior secured credit agreement. The private offering is conditional on the consummation of the exchange offer. Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries and collateral, the interest rate will increase by one percentage point per annum. Reflects payment of a $13,613 fee to the lenders under Foster Wheeler LLC's senior secured credit agreement, $521 in transaction costs and $1,764 of accrued interest.

(4)

Assumes the exchange of 90% of the aggregate principal amount of the 2005 notes for new notes, common shares and preferred shares, payment of transaction costs of $2,622 and payment of interest of $4,587. Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries and collateral, the interest rate will increase by one percentage point per annum.

(5)

Assumes the exchange of 90% of the aggregate principal amount, or if applicable, aggregate accreted principal amount, of the Robbins bonds for common shares and preferred shares, and payment of transaction costs of $1,124 and payment of accrued interest of $2,670. Current installments on long term debt at March 26, 2004 includes $1,521 related to the Robbins bonds.

48

(6)

Assumes the exchange of 90% of the aggregate principal amount of the convertible notes for common shares and preferred shares, and the write-off of 90% of the unamortized issuance costs for $3,698 against paid-in capital. Reflects payment of $1,159 in transaction costs and $4,095 of accrued interest.

(7)

Assumes the exchange of 75% of the aggregate liquidation amount of the trust securities for common shares and preferred shares and the resulting elimination of 75% of the deferred accrued interest and the write-off of 75% of the unamortized issuance costs for $4,546. Reflects payment of $1,124 in transaction costs.

(8)

Adjusted to reflect the issuance of $135 million of new notes, calculated as follows (in thousands):

Face value of 2005 notes to be exchanged	$	180,000
Fair value of common shares and preferred shares	$	(29,519	)
Fees paid to/on behalf of holders	$	(797	)
Carrying value of the new notes	$	149,684

(9)

The pro forma balance sheet does not reflect the conversion of the preferred shares into common shares. Upon conversion of the preferred shares into common shares, the total number of common shares outstanding would be approximately 213,010,000.

(10)

If 100% of each of the outstanding 2005 notes, Robbins bonds, trust securities and convertible notes are exchanged, the shareholders' deficit would be reduced by an additional $88,175 and total liabilities would be reduced by an additional $91,362.

(11)

If the percentage of 2005 notes exchanged is 1 percentage point higher, the shareholders' deficit would be reduced by $328 and total liabilities would be reduced by $379.

(12)

If the percentage of Robbins bonds exchanged is 1 percentage point higher, the shareholders' deficit would be reduced by $1,136 and total liabilities would be reduced by $1,166.

(13)

If the percentage of convertible notes exchanged is 1 percentage point higher, the shareholders' deficit would be reduced by $2,059 and total liabilities would be reduced by $2,146.

(14)

If the percentage of trust securities exchanged is 1 percentage point higher, the shareholders' deficit would be reduced by $2,118 and total liabilities would be reduced by $2,178.

(15)

If the price per common share at closing is $0.10 lower, the shareholders' deficit would be increased by $2,078. Since a price higher than $1.42 per share would result in the transaction being treated as an extinguishment, see the extinguishment scenario for the impact of a higher price per common share.

(16)

The interest rate on the new notes will equal a rate of 6.65% plus that yield on U.S. Treasury notes having a remaining maturity, as of the second business day prior to the expiration date of the exchange offer, equal to the maturity of the new notes. The unaudited pro forma condensed consolidated financial statements presented in tables beginning on page 47 reflect pro forma results giving effect to the exchange offer and the upsize notes offering assuming an interest rate of 11.086%.

49

Unaudited Condensed Consolidated Pro Forma Income Statement(1)
(In thousands, except per share amounts)
(Modification method)

	For the Year Ended December 26, 2003			Pro Forma Adjustment for the Senior Secured Credit Agreement(3)			Pro Forma Adjustments for 2005 Notes(4)			Pro Forma Adjustments for Robbins Bonds(5)			Pro Forma Adjustments for Convertible Notes(6)			Pro Forma Adjustments for Trust Securities(7)			Pro Forma for the Combined Year Ended December 26, 2003
Operating revenues	$	3,723,815		$	—		$	—		$	—		$	—		$	—		$	3,723,815
Other income		77,493			—			—			—			—			—			77,493
Total revenues and other income		3,801,308			—			—			—			—			—			3,801,308
Cost of operating revenues		3,441,342			—			—			—			—			—			3,441,342
Selling, general and administrative expenses		199,949			4,639	(14)		—			—			—			—			204,588
Other deductions		168,455			—			—			—			—			—			168,455
Interest expense		77,354			262			1,137			(7,351	)		(13,434	)		(293	)		57,675
Dividends on preferred securities of subsidiary trust		18,130			—			—			—			—			(13,597	)		4,533
Minority interest in net earnings of consolidated affiliates		5,715			—			—			—			—			—			5,715
Total costs and expenses		3,910,945			4,901			1,137			(7,351	)		(13,434	)		(13,890	)		3,882,308
Income (loss) before taxes		(109,637	)		(4,901	)		(1,137	)	$	7,351		$	13,434			13,890		$	(81,000	)
Provision for income taxes		47,426			—			—			—			—			—			47,426
Net (loss) income(8), (9), (10), (11), (12), (13), (14)	$	(157,063	)	$	(4,901	)	$	(1,137	)	$	7,351		$	13,434		$	13,890		$	(128,426	)
Basic and diluted (loss) income per common share(2)	$	(3.83	)																$	(0.98	)
Weighted average number of common shares outstanding (in thousands)		41,045																		131,183

Notes to the unaudited condensed consolidated pro forma income statement:

(1)

The pro forma income statement has been prepared to reflect the exchange of 90% of the convertible notes and Robbins bonds for common shares and preferred shares, the exchange of 75% of the trust securities for common shares and preferred shares the exchange of 90% of the 2005 notes for new notes, common shares and preferred shares, and the issuance of $120,000 in aggregate principal amount of upsize notes, the proceeds of which will be used to repay the senior secured credit agreement, as if such exchange and issuance had occurred on December 28, 2002. An interest rate of 11.086% and a share price of $1.42 per common share have been assumed. The pro forma income statement does not reflect the non-recurring gain of $169,452 on exchange of common shares and preferred shares of Foster Wheeler Ltd. for the Robbins bonds and trust securities, nor the non-recurring loss of $88,353 on the conversion of the convertible notes or the write off of issuance and offering costs of $20,179.

(2)

In accordance with Emerging Issues Task Force Issue No. 03-6, "Participating Securities and the Two-Class Method under FAS 128," losses are not allocated to holders of the preferred shares for purposes of calculating earnings per share.

(3)

Assumes that $120,000 of debt outstanding under our senior secured credit agreement is repaid using the proceeds of the issuance of the upsize notes in a private offering which is conditional of the consummation of the exchange offer, and corresponding interest and issuance cost amortizations are eliminated, and additional interest incurred on the upsize notes:

Interest under senior secured credit agreement	$	(7,290	)
Amortization of issuance expenses	$	(1,954	)
Interest on upsize notes at 11.086%	$	13,303
Amortization of bank fee	$	(3,797	)
Net impact on interest expense	$	262

50

Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries and collateral, the interest rate will increase by one percentage point per annum.

(4)

Assumes 90% of the aggregate principal amount of the 2005 notes are exchanged for new notes, the corresponding interest and original issuance costs amortizations are eliminated, additional interest is incurred on the new notes, and the unamortized original issuance costs of the 2005 notes are amortized over the term of the new notes:

Interest on the 2005 notes	$	(12,150	)
Net impact of amortization of issuance expenses	$	(128	)
Interest on new notes*	$	13,415
Net impact on interest expense	$	1,137

Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries, and collateral, the interest rate will increase by one percentage point per annum. Foster Wheeler intends to add the additional guarantors and collateral.

*

The difference of $1,551 in the interest on the new notes between the extinguishment method and the modification method is due to the following:

•

In the extinguishment case, the gain of $15,273 is recognized at closing, and the annual interest expense is calculated as 11.086% of the face value of $135,000.

•

In the modification case, no gain is recognized at closing, the carrying value of the new notes is equal to the face value of the 2005 notes exchanged less the fair market value when issued of the common shares and preferred shares issued in exchange for the 2005 notes. The interest expense on the new notes is then calculated using the effective interest rate method, at a rate of 9.004%.

(5)

Assumes the exchange of 90% of the aggregate principal amount, or if applicable, aggregate accreted principal amount of the Robbins bonds for common shares and preferred shares and elimination of 90% of the interest expense.

(6)

Assumes the exchange of aggregate principal amount of the 90% of the convertible notes for common shares and preferred shares, and the elimination of 90% of the interest expense and issuance costs amortization.

(7)

Assumes the exchange of 75% of the aggregate liquidation amount trust securities for common shares and preferred shares, and the elimination of 75% of the interest expense and issuance costs amortization.

(8)

If 100% of each of the 2005 notes, the Robbins bonds, the trust securities and the convertible notes are exchanged, the loss available to common shareholders would be $(121,610), and the basic and diluted loss per share would be $(0.84).

(9)

If the percentage of 2005 notes exchanged is 1 percentage point higher, the loss available to common shareholders would increase by $12. If the interest rate on the 2005 notes decreases by 1/8th of a percentage point, the loss available to common shareholders would decrease by $23. You should read the extinguishment scenario for the impact of a 1/8th of a percentage point increase in the interest rate on the 2005 notes.

(10)

If the percentage of Robbins bonds exchanged is 1 percentage point higher, the loss available to common shareholders would decrease by $82.

(11)

If the percentage of convertible notes exchanged is 1 percentage point higher, the loss available to common shareholders would decrease by $149.

(12)

If the percentage of trust securities exchanged is 1 percentage point higher, the loss available to common shareholders would decrease by $186.

(13)

If the price per common share at closing is $0.10 lower, the loss available to common shareholders would decrease by $568. For the impact of a higher price per common share, see the extinguishment scenario.

(14)

Reflects the amortization of the cost of 9,800,000 common shares of Foster Wheeler Ltd. to be granted to members of Foster Wheeler's senior management and board of directors under a restricted stock plan which we intend to adopt before the closing of the exchange offer, at a price per share of $1.42. The cost of grants under the plan will be expensed over a three year vesting period. Awards under the plan are contingent upon the consummation of the exchange offer as described in this prospectus.

51

Unaudited Condensed Consolidated Pro Forma Income Statement(1)
(In thousands, except per share amounts)
(Modification method)

		For the Three Months Ended March 26, 2004			Pro Forma Adjustment for the Senior Secured Credit Agreement and Restricted Stock Plan(3)			Pro Forma Adjustments for 2005 Notes(4)			Pro Forma Adjustments for Robbins Bonds(5)			Pro Forma Adjustments for Convertible Notes(6)			Pro Forma Adjustments for Trust Securities(7)			Pro Forma for the Combined Three Months Ended March 26, 2004
Operating revenues		$	666,359		$	—		$	—		$	—		$	—		$	—		$	666,359
Other income			35,949			—			—			—			—			—			35,949
Total revenues and other income			702,308			—			—			—			—			—			702,308
Cost of operating revenues			591,147			—			—			—			—			—			591,147
Selling, general and administrative expenses			57,184			1,160	(14)		—			—			—			—			58,344
Other deductions			18,417			—			—			—			—			—			18,417
Interest expense			20,640			(1,398	)		314			(1,830	)		(3,363	)		(73	)		14,290
Dividends on preferred securities of subsidiary trust			4,792			—			—			—			—			(3,594	)		1,198
Minority interest in net earnings of consolidated affiliates			982			—			—			—			—			—			982
Total costs and expenses			693,162			(238	)		314			(1,830	)		(3,363	)		(3,667	)		684,378
Income (loss) before taxes			9,146			238			(314	)		1,830			3,363			3,667			17,930
Provision for income taxes			13,444			—			—			—			—			—			13,444
Net (loss) income(8), (9), (10), (11), (12), (13), (14)			(4,298	)	$	238		$	(314	)	$	1,830		$	3,363		$	3,667			4,486
Net income allocated to preferred shareholders(2)			—																	$	1,630
Net income available to common shareholders(2)		$	(4,298	)																$	2,856
Earnings (loss) per share:
	Basic (loss) income per share	$	(0.10	)																$	0.02
	Weighted average number of common shares—basic		41,055																		131,193
	Diluted (loss) income per share	$	(0.10	)																$	0.02
	Weighted average number of common shares—diluted		41,055																		131,614

Notes to the unaudited condensed consolidated pro forma income statement:

(1)

The pro forma income statement has been prepared to reflect the exchange of 90% of the convertible notes and Robbins bonds for common shares and preferred shares, the exchange of 75% of the trust securities for common shares and preferred shares, the exchange of 90% of the 2005 notes for new notes, common shares and preferred shares, and the issuance of $120,000 in aggregate principal amount of upsize notes, the proceeds of which will be used to repay the senior secured credit agreement, as if such exchange and issuance had occurred on December 28, 2002. An interest rate of 11.086% and a share price of $1.42 per common share have been assumed. The pro forma income statement does not reflect the non-recurring gain of $169,452 on exchange of common shares and preferred shares of Foster Wheeler Ltd. for the Robbins bonds and trust securities, nor the non-recurring loss of $88,353 on the conversion of the convertible notes or the write off of issuance and offering cost of $20,179.

(2)

In accordance with Emerging Issues Task Force Issue No. 03-6, "Participating Securities and the Two-Class Method under FAS 128," losses are not allocated to holders of the preferred shares for purposes of calculating earnings per share. Net income was allocated to preferred shareholders based on the number of common shares they would hold on an as converted basis.

52

(3)

Assumes that $120,000 of debt outstanding under our senior secured credit agreement is repaid using the proceeds of the issuance of the upsize notes in a private offering which is conditional of the consummation of the exchange offer, and corresponding interest and issuance cost amortizations are eliminated, and additional interest incurred on the upsize notes:

Interest under senior secured credit agreement	$	(2,208	)
Amortization of issuance expenses	$	(617	)
Interest on upsize notes at 11.086%	$	3,326
Amortization of bank fee	$	(1,899	)
Net impact on interest expense	$	(1,398	)

Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries, and collateral, the interest rate will increase by one percentage point per annum.

(4)

Assumes 90% of the aggregate principal amount of the 2005 notes are exchanged for new notes, the corresponding interest and original issuance costs amortizations are eliminated, additional interest is incurred on the new notes, and the unamortized original issuance costs of the 2005 notes are amortized over the term of the new notes:

Interest on the 2005 notes	$	(3,038	)
Net impact of amortization of issuance expenses	$	(2	)
Interest on new notes*	$	3,354
Net impact on interest expense	$	314

Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries, and collateral, the interest rate will increase by one percentage point per annum. Foster Wheeler intends to add the additional guarantors and collateral.

*

The difference of $388 in the interest on the new notes between the extinguishment method and the modification method is due to the following:

•

In the extinguishment case, the gain of $15,273 is recognized at closing, and the annual interest expense is calculated as 11.086% of the face value of $135,000.

•

In the modification case, no gain is recognized at closing, the carrying value of the new notes is equal to the face value of the 2005 notes exchanged less the fair market value when issued of the common shares and preferred shares issued in exchange for the 2005 notes. The interest expense on the new notes is then calculated using the effective interest rate method, at a rate of 9.004%.

(5)

Assumes the exchange of 90% of the aggregate principal amount, or if applicable, aggregate accreted principal amount of the Robbins bonds for common shares and preferred shares and elimination of 90% of the interest expense.

(6)

Assumes the exchange of aggregate principal amount of the 90% of the convertible notes for common shares and preferred shares, and the elimination of 90% of the interest expense and issuance costs amortization.

(7)

Assumes the exchange of 75% of the aggregate liquidation amount trust securities for common shares and preferred shares, and the elimination of 75% of the interest expense and issuance costs amortization.

(8)

If 100% of each of the 2005 notes, the Robbins bonds, the trust securities and the convertible notes are exchanged, income available to common shareholders would be $3,915, and the basic and diluted income per share would be $0.03.

(9)

If the percentage of 2005 notes exchanged is 1 percentage point higher, income available to common shareholders would decrease by $3. If the interest rate on the 2005 notes decreases by 1/8th of a percentage point, income available to common shareholders would increase by $17. You should read the extinguishment scenario for the impact of a 1/8th of a percentage point increase in the interest rate on the 2005 notes.

(10)

If the percentage of Robbins bonds exchanged is 1 percentage point higher, income available to common shareholders would increase by $12.

(11)

If the percentage of convertible notes exchanged is 1 percentage point higher, income available to common shareholders would increase by $23.

(12)

If the percentage of trust securities exchanged is 1 percentage point higher, income available to common shareholders would increase by $31.

(13)

If the price per common share at closing is $0.10 lower, income available to common shareholders would increase by $91. For the impact of a higher price per common share, see the extinguishment scenario.

(14)

Reflects the amortization of the cost of 9,800,000 common shares of Foster Wheeler Ltd. to be granted to members of Foster Wheeler's senior management and board of directors under a restricted stock plan which we intend to adopt before the closing of the exchange offer, at a price per share of $1.42. The cost of grants under the plan will be expensed over a three year vesting period. Awards under the plan are contingent upon the consummation of the exchange offer as described in this prospectus.

53

Unaudited Condensed Consolidated Pro Forma Balance Sheet(1)
(In thousands)
(Extinguishment method)

	March 26, 2004			Pro Forma Adjustment for the Senior Secured Credit Agreement and Restricted Stock Plan(3)†			Pro Forma Adjustment for 2005 Notes(4)			Pro Forma Adjustment for Robbins Bonds(5)			Pro Forma Adjustment for Convertible Notes(6)			Pro Forma Adjustment for Trust Securities(7)			Pro Forma March 26, 2004
Cash, cash equivalents and short-term investments(2)	$	380,742		$	(15,897	)	$	(7,209	)	$	(3,794	)	$	(5,254	)	$	(1,124	)	$	347,464
Account and notes receivable, net		522,442			—			—			—			—			—			522,442
Contracts in process and inventories		127,184			—			—			—			—			—			127,184
Prepaid expenses, prepaid, deferred and refundable income taxes		62,628			—			—			—			—			—			62,628
Total current assets		1,092,996			(15,897	)		(7,209	)		(3,794	)		(5,254	)		(1,124	)		1,059,718
Land, buildings and equipment		622,172			—			—			—			—			—			622,172
Less accumulated depreciation		318,566			—			—			—			—			—			318,566
Net book value		303,606			—			—			—			—			—			303,606
Restricted Cash		73,021			—			—			—			—			—			73,021
Asbestos-related insurance recovery receivable		480,786			—			—			—			—			—			480,786
Other assets		468,534			(11,348	)		1,531			—			(3,698	)		(4,546	)		450,473
Total assets	$	2,418,943		$	(27,245	)	$	(5,678	)	$	(3,794	)	$	(8,952	)	$	(5,670	)	$	2,367,604
Current installments on long-term debt and bank loans	$	20,945		$	—		$	—		$	(1,521	)	$	—		$	—		$	19,424
Accounts payable and accrued expenses		585,262			(1,764	)		(4,587	)		(2,670	)		(4,095	)		—			572,146
Estimated cost to complete long-term contracts		578,049			—			—			—			—			—			578,049
Other current liabilities		128,594			(13,922	)		—			—			—			—			114,672
Total current liabilities		1,312,850			(15,686	)		(4,587	)		(4,191	)		(4,095	)		—			1,284,291
Corporate and other debt less current installments		248,083			(120,000	)		—			—			—			—			128,083
6.75% senior notes due 2005		200,000			—			(180,000	)		—			—			—			20,000
Fixed rate senior secured notes due 2011, Series A(8)(16)		—			—			135,000			—			—			—			135,000
Fixed rate senior secured notes due 2011, Series B(16)		—			120,000			—			—			—			—			120,000
Pension, post retirement and other employees benefits		303,961			—			—			—			—			—			303,961
Asbestos-related liability		502,287			—			—			—			—			—			502,287
Other liabilities (excluding minority interest)		170,718			—			—			—			—			—			170,718
Subordinated Robbins exit funding obligations Series C less current		87,595			—			—			(78,836	)		—			—			8,759
Subordinated Robbins exit funding obligations Series D		24,408			—			—			(21,968	)		—			—			2,440
Convertible subordinated notes		210,000			—			—			—			(189,000	)		—			21,000
Mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable interest debentures(7)		175,000			—			—			—			—			(131,250	)		43,750
Deferred accrued interest expense—mandatory redeemable interest securities(7)		42,813			—			—			—			—			(32,110	)		10,703
Total liabilities		3,277,715			(15,686	)		(49,587	)		(104,995	)		(193,095	)		(163,360	)		2,750,992
Minority interest in equity of consolidated affiliates		21,970			—			—			—			—			—			21,970
Shareholders' Deficit:
Preferred Shares(9)		—			—			120			235			423			158			936
Common shares(9)		40,772			9,800			11,169			21,791			39,311			14,600			137,443
Paid-in capital		201,841			4,214			18,438			35,989			233,376			24,139			517,997
Retained earnings (deficit)		(815,352	)		(11,559	)		14,182			43,186			(88,967	)		118,793			(739,717	)
Unearned Compensation†		—			(14,014	)		—			—			—			—			(14,014	)
Accumulated other comprehensive loss		(308,003	)		—			—			—			—			—			(308,003	)
Total shareholders' deficit,(1), (10),(11),(12),(13),(14),(15)		(880,742	)		(11,559	)		43,909			101,201			184,143			157,690			(405,358	)
Total liabilities and shareholders' deficit	$	2,418,943		$	(27,245	)	$	(5,678	)	$	(3,794	)	$	(8,952	)	$	(5,670	)	$	2,367,604

Notes to unaudited pro forma condensed consolidated balance sheet:

(1)

The pro forma balance sheet has been prepared to reflect the exchange of 90% of the convertible notes and Robbins bonds for common shares and preferred shares, the exchange of 75% of the trust securities for common shares and preferred shares, the exchange of 90% of the 2005 notes for new notes, common shares and preferred shares, and the issuance of $120,000 in aggregate

54

principal amount of upsize notes, the proceeds of which will be used to repay amounts outstanding under the senior secured credit agreement, as of March 26, 2004. A share price of $1.43 per common share is assumed:

		Senior Secured Credit Agreement and Restricted Stock Plan			2005 Notes			Robbins Bonds			Convertible Notes			Trust Securities			Total
		(in thousands)
Par value of common shares issued		$	9,800	†	$	11,169		$	21,791		$	39,311		$	14,600		$	96,671
Par value of preferred shares issued			—		$	120		$	235		$	423		$	158		$	936
Paid in capital		$	4,214	†	$	18,438		$	35,989		$	233,376		$	24,139		$	316,156
Retained Deficit:
	Debt conversion expense	$	0		$	0		$	0		$	(88,967	)	$	0		$	(88,967	)
	Gain on exchange and offering		—		$	15,273		$	44,310			—		$	124,464		$	184,047
	Write-off issuance and offering cost	$	(11,559	)*	$	(1,091	)	$	(1,124	)	$	—		$	(5,671	)	$	(19,445	)
Total change		$	(11,559	)	$	14,182		$	43,186		$	(88,967	)	$	118,793		$	75,635

*

Reflects the write-off of the unamortized portion of a fee of $13,613 paid to the lenders under our senior secured credit facility the amount of $1,899 was amortized in the first quarter of 2004.

†

Reflects the issuance of 9,800,000 common shares of Foster Wheeler Ltd. to members of Foster Wheeler's senior management and a board of directors, to be issued, subject to certain restrictions, under a restricted stock plan which we intend to adopt prior to the closing of the exchange offer, at a price of $1.43 per share. Grants under the plan will be expensed over a three year vesting period. Awards under the plan are contingent upon the consummation of the exchange offer as described in this prospectus.

(2)

Assumes estimated transaction costs of $6,550, and reflects the payment of accrued interest of $13,116 on the 2005 notes, the convertible notes, the Robbins bonds and our senior secured credit agreement and payment of a $13,613 fee to the lenders under Foster Wheeler LLC's senior secured credit agreement.

(3)

Adjusted to reflect the concurrent offering of $120,000 in aggregate principal amount of upsize notes. The upsize notes will be offered and sold in a separate private transaction to certain holders of the 2005 notes and convertible notes that participate in the exchange offer. Proceeds from the sale of the upsize notes will be used to reduce amounts outstanding under Foster Wheeler LLC's senior secured credit agreement. The private offering is conditional on the consummation of the exchange offer. Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries and collateral, the interest rate will increase by one percentage point per annum. Reflects payment of a $13,613 fee to the lenders under Foster Wheeler LLC's senior secured credit agreement, $521 in transaction costs and $1,764 of accrued interest.

(4)

Assumes the exchange of 90% in aggregate principal amount of the 2005 notes for new notes, common shares and preferred shares, payment of transaction costs of $2,622 and payment of accrued interest of $4,587. Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries and collateral, the interest rate will increase by one percentage point per annum.

(5)

Assumes the exchange of 90% in aggregate principal amount, or if applicable, aggregate accreted principal amount, of the Robbins bonds for common shares and preferred shares, payment of transaction costs of $1,124 and payment of accrued interest of $2,670. Current installments on long term debt at March 26, 2004 includes $1,521 related to the Robbins bonds.

(6)

Assumes the exchange of 90% in aggregate principal amount of the convertible notes for common shares and preferred shares, and the write-off of 90% of the unamortized issuance costs for $3,698 against paid-in capital. Reflects payment of $1,159 in transaction costs and $4,095 of accrued interest.

(7)

Assumes the exchange of 75% aggregate liquidation amount of the trust securities for common shares and preferred shares and the resulting elimination of 75% of the deferred accrued interest and the write-off of 75% of the unamortized issuance costs for $4,546. Reflects payment of $1,124 in transaction costs.

(8)

Adjusted to reflect the issuance of $135,000 in aggregate principal amount of new notes.

(9)

The pro forma balance sheet does not reflect the conversion of the preferred shares into common shares. Upon conversion of the preferred shares into common shares, the total number of common shares outstanding would be approximately 213,010,000.

(10)

If 100% of each of the 2005 notes, the Robbins bonds, the trust securities and the convertible notes are exchanged, the shareholders' deficit would be reduced by an additional $89,863 and total liabilities would be reduced by an additional $93,082.

(11)

If the percentage of 2005 notes exchanged is 1 percentage point higher, the shareholders' deficit would be reduced by $497, and total liabilities would be reduced by $551.

(12)

If the percentage of Robbins bonds exchanged is 1 percentage point higher, the shareholders' deficit would be reduced by $1,136 and total liabilities would be reduced by $1,166.

(13)

If the percentage of convertible notes exchanged is 1 percentage point higher, the shareholders' deficit would be reduced by $2,059 and total liabilities would be reduced by $2,146.

(14)

If the percentage of trust securities exchanged is 1 percentage point higher, the shareholders' deficit would be reduced by $2,118 and total liabilities would be reduced by $2,178.

(15)

The price per common share at closing has no impact on the shareholders' deficit in the extinguishment scenario.

(16)

The interest rate on the new notes will equal a rate of 6.65% plus that yield on U.S. Treasury notes having a remaining maturity, as of the second business day prior to the expiration date of the exchange offer, equal to the maturity of the new notes. The unaudited pro forma condensed consolidated financial statements presented in tables beginning on page 54 reflect pro forma results giving effect to the exchange offer and the upsize notes offering assuming an interest rate of 11.086%.

55

Unaudited Condensed Consolidated Pro Forma Income Statement(1)
(In thousands, except per share amounts)
(Extinguishment method)

	For the Year Ended December 26, 2003			Pro Forma Adjustments for the Senior Secured Credit Agreement(3)			Pro Forma Adjustments for 2005 Notes(4)			Pro Forma Adjustments for Robbins Bonds(5)			Pro Forma Adjustments for Convertible Notes(6)			Pro Forma Adjustments for Trust Securities(7)			Pro Forma Combined Twelve Months Ended December 26, 2003
Operating revenues	$	3,723,815		$	—		$	—		$	—		$	—		$	—		$	3,723,815
Other income		77,493			—			—			—			—			—			77,493
Total revenues and other income		3,801,308			—			—			—			—			—			3,801,308
Cost of operating revenues		3,441,342			—			—			—			—			—			3,441,342
Selling, general and administrative expenses		199,949			4,671	(14)		—			—			—			—			204,620
Other deductions		168,455			—			—			—			—			—			168,455
Interest expense		77,354			262			3,100			(7,351	)		(13,434	)		(293	)		59,638
Dividends on preferred securities of subsidiary trust		18,130			—			—			—			—			(13,597	)		4,533
Minority interest in net earnings of consolidated affiliates		5,715			—			—			—			—			—			5,715
Total costs and expenses		3,910,945			4,933			3,100			(7,351	)		(13,434	)		(13,890	)		3,884,303
Income (loss) before taxes		(109,637	)		(4,933	)		(3,100	)		7,351			13,434			13,890			(82,995	)
Provision for income taxes		47,426			—			—			—			—			—			47,426
Net (loss) income(8), (9), (10), (11), (12), (13), (14)	$	(157,063	)	$	(4,933	)	$	(3,100	)	$	7,351		$	13,434		$	13,890		$	(130,421	)
Basic and diluted (loss) income per common share(2)	$	(3.83	)																$	(0.99	)
Weighted average number of common shares outstanding (in thousands)(2)		41,045																		131,183

Notes to the unaudited condensed consolidated pro forma income statement:

(1)

The pro forma income statement has been prepared to reflect the exchange of 90% of the convertible notes and Robbins bonds for common shares and preferred shares, the exchange of 75% of the trust securities for common shares and preferred shares, the exchange of 90% of the 2005 notes for new notes, common shares and preferred shares, and the issuance of $120,000 in aggregate principal amount of upsize notes, the proceeds of which will be used to repay the senior secured credit agreement, as if such exchange and issuance had occurred on December 28, 2002. An interest rate of 11.086% and a share price of $1.43 per common share have been assumed. The pro forma income statement does not reflect the non-recurring gain of $184,047 on exchange of common shares and preferred shares of Foster Wheeler Ltd. for the 2005 notes, Robbins bonds and trust securities, nor the non-recurring loss of $88,967 on the conversion of the convertible notes or the writeoff of issuance and offering costs of $19,445.

(2)

In accordance with Emerging Issues Task Force Issue No. 03-6, "Participating Securities and the Two-Class Method under FAS 128," losses are not allocated to holders of the preferred shares for purposes of calculating earnings per share.

(3)

Assumes that $120,000 of debt outstanding under our senior secured credit agreement is repaid using the proceeds of the issuance of the upsize notes in a private offering which is conditional on the consummation of the exchange offer, and corresponding interest and issuance cost amortizations are eliminated, and additional interest incurred on the upsize notes:

Interest under senior secured credit agreement	$	(7,290	)
Amortization of issuance expenses	$	(1,954	)
Interest on upsize notes at 11.086%	$	13,303
Amortization of bank fee	$	(3,797	)
Net impact on interest expense	$	262

Foster

Wheeler has the option to add other wholly owned subsidiaries as guarantors within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantors and collateral the interest rate will increase by one percentage point per annum.

56

(4)

Assumes 90% of the aggregate principal amount of the 2005 notes are exchanged for new notes, the corresponding interest and original issuance costs amortizations are eliminated, additional interest is incurred on the new notes, and the unamortized original issuance costs of the 2005 notes are amortized over the term of the new notes (in thousands):

Interest on the 2005 notes	$	(12,150	)
Net impact of amortization of issuance expenses	$	284
Interest on new notes*	$	14,966
Net impact on interest expense	$	3,100

Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries, and collateral, the interest rate will increase by one percentage point per annum. Foster Wheeler intends to add the additional guarantors and collateral.

*

The difference of $1,551 in the interest on the new notes between the extinguishment method and the modification method is due to the following:

•

In the extinguishment case, the gain of $15,273 is recognized at closing, and the annual interest expense is calculated as 11.086% of the face value of $135,000.

•

In the modification case, no gain is recognized at closing, the carrying value of the new notes is equal to the face value of the 2005 notes exchanged less the fair market value when issued of the common shares and preferred shares issued in exchange for the 2005 notes. The interest expense on the new notes is then calculated using the effective interest rate method, at a rate of 9.004%.

(5)

Assumes the exchange of 90% of the aggregate principal amount, and if applicable, aggregate accreted principal amount, of the Robbins bonds for common shares and preferred shares and elimination of 90% of the interest expense.

(6)

Assumes the exchange of 90% of the aggregate principal amount of the convertible notes for common shares and preferred shares, and the elimination of 90% of the interest expense and issuance costs amortization.

(7)

Assumes the exchange of 75% of the aggregate liquidation amount of the trust securities for common shares and preferred shares, and the elimination of 75% of the interest expense and issuance costs amortization.

(8)

If 100% of each of the 2005 notes, the Robbins bonds, the trust securities and the convertible notes are exchanged, the loss available to common shareholders would be $(123,824), and the basic and diluted loss per share would be ($0.86).

(9)

If the percentage of 2005 notes exchanged is 1 percentage point higher, the loss available to common shareholders would increase by $34. If the interest rate on the 2005 notes increases by 1/8th of a percentage point, the loss available to common shareholders would increase by $156. You should read the modification scenario for the impact of a ¹/8^th of a percentage point decrease in the interest rate on the 2005 notes.

(10)

If the percentage of Robbins bonds exchanged is 1 percentage point higher, the loss available to common shareholders would decrease by $82.

(11)

If the percentage of convertible notes exchanged is 1 percentage point higher, the loss available to common shareholders would decrease by $149.

(12)

If the percentage of trust securities exchanged is 1 percentage point higher, the loss available to common shareholders would decrease by $186.

(13)

If the price per common share at closing is $0.10 higher, the loss available to common shareholders would increase by $327. Since a price lower than $1.43 per share would result in the transaction being treated as a modification, see the modification scenario for the impact of a lower price per common share.

(14)

Reflects the amortization of the cost of 9,800,000 common shares of Foster Wheeler Ltd. to be granted to members of Foster Wheeler's senior management and board of directors under a restricted stock plan which we intend to adopt before the closing of the exchange offer, at a price per common share of $1.43. The cost of grants under the plan will be expensed over a three year vesting period. Awards under the plan are contingent upon the consummation of the exchange offer as described in this prospectus.

57

Unaudited Condensed Consolidated Pro Forma Income Statement(1)
(In thousands, except per share amounts)
(Extinguishment method)

		For the Three Months Ended March 26, 2004			Pro Forma Adjustments for the Senior Secured Credit Agreement and Restricted Stock Plan(3)			Pro Forma Adjustments for 2005 Notes(4)			Pro Forma Adjustments for Robbins Bonds(5)			Pro Forma Adjustments for Convertible Notes(6)			Pro Forma Adjustments for Trust Securities(7)			Pro Forma Combined Three Months Ended March 26, 2004
Operating revenues		$	666,359		$	—		$	—		$	—		$	—		$	—		$	666,359
Other income			35,949			—			—			—			—			—			35,949
Total revenues and other income			702,308			—			—			—			—			—			702,308
Cost of operating revenues			591,147			—			—			—			—			—			591,147
Selling, general and administrative expenses			57,184			1,168	(14)		—			—			—			—			58,352
Other deductions			18,417			—			—			—			—			—			18,417
Interest expense			20,640			(1,398	)		702			(1,830	)		(3,363	)		(73	)		14,678
Dividends on preferred securities of subsidiary trust			4,792			—			—			—			—			(3,594	)		1,198
Minority interest in net earnings of consolidated affiliates			982			—			—			—			—			—			982
Total costs and expenses			693,162			(230	)		702			(1,830	)		(3,363	)		(3,667	)		684,774
Income (loss) before taxes			9,146			230			(702	)		1,830			3,363			3,667			17,534
Provision for income taxes			13,444			—			—			—			—			—			13,444
Net (loss) income(8), (9), (10), (11), (12), (13), (14)			(4,298	)	$	230		$	(702	)	$	1,830		$	3,363		$	3,667			4,090
Net income allocated to preferred shareholders(2)			—																		1,486
Net income available to common shareholders(2)		$	(4,298	)																	2,604
Earnings (loss) per share:
	Basic (loss) income per share:		(0.10	)																$	0.02
	Weighted average number of common shaes—basic		41,055																		131,193
	Diluted (loss) income per share:	$	(0.10	)																$	0.02
	Weighted average number of common shares—diluted		41,055																		131,614

Notes to the unaudited condensed consolidated pro forma income statement:

(1)

The pro forma income statement has been prepared to reflect the exchange of 90% of the convertible notes and Robbins bonds for common shares and preferred shares, the exchange of 75% of the trust securities for common shares and preferred shares, the exchange of 90% of the 2005 notes for new notes, common shares and preferred shares, and the issuance of $120,000 in aggregate principal amount of upsize notes, the proceeds of which will be used to repay the senior secured credit agreement, as if such exchange and issuance had occurred on December 28, 2002. An interest rate of 11.086% and a share price of $1.42 per common share have been assumed. The pro forma income statement does not reflect the non-recurring gain of $184,047 on exchange of common shares and preferred shares of Foster Wheeler Ltd. for the 2005 notes, Robbins bonds and trust securities, nor the non-recurring loss of $88,932 on the conversion of the convertible notes or the write off of issuance and offering cost of $19,505.

(2)

In accordance with Emerging Issues Task Force Issue No. 03-6, "Participating Securities and the Two-Class Method under FAS 128," losses are not allocated to holders of the preferred shares for purposes of calculating earnings per share. Net income was allocated to preferred shareholders based on the number of common shares they would hold on an as converted basis.

58

(3)

Assumes that $120,000 of debt outstanding under our senior secured credit agreement is repaid using the proceeds of the issuance of the upsize notes in a private offering which is conditional on the consummation of the exchange offer, and corresponding interest and issuance cost amortizations are eliminated, and additional interest incurred on the upsize notes:

Interest under senior secured credit agreement	$	(2,208	)
Amortization of issuance expenses	$	(617	)
Interest on upsize notes at 11.086%	$	3,326
Amortization of bank fee	$	(1,899	)
Net impact on interest expense	$	(1,398	)

(4)

Assumes 90% of the aggregate principal amount of the 2005 notes are exchanged for new notes, the corresponding interest and original issuance costs amortizations are eliminated, additional interest is incurred on the new notes, and the unamortized original issuance costs of the 2005 notes are amortized over the term of the new notes:

Interest on the 2005 notes	$	(3,038	)
Net impact of amortization of issuance expenses	$	(2	)
Interest on new notes*	$	3,742
Net impact on interest expense	$	702

Foster Wheeler has the option to add other wholly owned subsidiaries as guarantors and provide certain collateral within 90 days of the closing of the exchange. Should Foster Wheeler elect not to provide the additional guarantor subsidiaries and collateral, the interest rate will increase by one percentage point per annum. Foster Wheeler intends to add the additional guarantors and collateral.

*

The difference of $388 in the interest on the new notes between the extinguishment method and the modification method is due to the following:

•

In the extinguishment case, the gain of $15,273 is recognized at closing, and the annual interest expense is calculated as 11.086% of the face value of $135,000.

•

In the modification case, no gain is recognized at closing, the carrying value of the new notes is equal to the face value of the 2005 notes exchanged less the fair market value when issued of the common shares and preferred shares issued in exchange for the 2005 notes. The interest expense on the new notes is then calculated using the effective interest rate method, at a rate of 9.004%.

(5)

Assumes the exchange of 90% of the aggregate principal amount, and if applicable, aggregate accreted principal amount, of the Robbins bonds for common shares and preferred shares and elimination of 90% of the interest expense.

(6)

Assumes the exchange of 90% of the aggregate principal amount of the convertible notes for common shares and preferred shares, and the elimination of 90% of the interest expense and issuance costs amortization.

(7)

Assumes the exchange of 75% of the aggregate liquidation amount of the trust securities for common shares and preferred shares, and the elimination of 75% of the interest expense and issuance costs amortization.

(8)

If 100% of each of the 2005 notes, the Robbins bonds, the trust securities and the convertible notes are exchanged, income available to common shareholders would be $3,640, and the basic and diluted income per share would be $0.03.

(9)

If the percentage of 2005 notes exchanged is 1 percentage point higher, income available to common shareholders would decrease by $6. If the interest rate on the 2005 notes increases by 1/8th of a percentage point, income available to common shareholders would decrease by $24. You should read the modification scenario for the impact of a ¹/8^th of a percentage point decrease in the interest rate on the 2005 notes.

(10)

If the percentage of Robbins bonds exchanged is 1 percentage point higher, income available to common shareholders would increase by $12.

(11)

If the percentage of convertible notes exchanged is 1 percentage point higher, income available to common shareholders would increase by $23.

(12)

If the percentage of trust securities exchanged is 1 percentage point higher, income available to common shareholders would increase by $30.

(13)

If the price per common share at closing is $0.10 higher, income available to common shareholders would decrease by $52. Since a price lower than $1.43 per share would result in the transaction being treated as a modification, see the modification scenario for the impact of a lower price per common share.

(14)

Reflects the amortization of the cost of 9,800,000 common shares of Foster Wheeler Ltd. to be granted to members of Foster Wheeler's senior management and board of directors under a restricted stock plan which we intend to adopt before the closing of the exchange offer, at a price per common share of $1.43. The cost of grants under the plan will be expensed over a three year vesting period. Awards under the plan are contingent upon the consummation of the exchange offer as described in this prospectus.

59

SELECTED FINANCIAL DATA

        The following selected balance sheet data as of December 26, 2003 and December 27, 2002 and statement of operations and cash flow data for each of our three fiscal years in the period ended December 26, 2003 have been derived from our audited consolidated financial statements, incorporated by reference in this prospectus. The March 28, 2003 balance sheet data has been derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q/A-2 for the quarter ended March 28, 2003, not incorporated by reference in this prospectus. The selected balance sheet data as of March 26, 2004 and the selected statement of operations and cash flow data for the three months ended March 26, 2004 and March 28, 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 three months ended March 26, 2004 may not be indicative of results that may be expected for the full year. The selected balance sheet data for 2001, 2000 and 1999, and the statement of operations and cash flow data for the years ended 1999 and 2000, have been derived from Item 6 of our Annual Report on Form 10-K for the year ended December 26, 2003. Our operating data for each period displayed is derived from our books and records. You should read this information together with the consolidated financial statements, including the notes contained in the consolidated financial statements, of us and our subsidiaries, which are incorporated by reference in this prospectus.

		2003			2002			2001			2000		1999			Three Months ended March 26, 2004			Three Months ended March 28, 2003
		(in thousands, except for per share amounts)
Statement of Operations Data:
Revenues		$	3,801,308		$	3,574,537		$	3,392,474		$	3,969,355	$	3,944,074		$	702,308		$	810,868
(Loss)/earnings before income taxes			(109,637	)(1)		(360,062	)(2)		(212,965	)(4)		52,166		(194,288	)(6)		9,146	(9)		(12,362	)(10)
Provision/(benefit) for income taxes			47,426			14,657			123,395	(5)		15,179		(48,208	)		13,444			7,458
(Loss)/earnings prior to cumulative effect of a change in accounting principle			(157,063	)		(374,719	)		(336,360	)		36,987		(146,080	)		(4,298	)		(19,820	)
Cumulative effect of a change in accounting principal for goodwill, net of $0 tax			—			(150,500	)(3)		—			—		—			—			—
Net (loss)/earnings			(157,063	)		(525,219	)		(336,360	)		36,987		(146,080	)		(4,298	)		(19,820	)
(Loss)/earnings per share: Basic and diluted:
	Net (loss)/earnings prior to cumulative effect of a change in accounting principles	$	(3.83	)	$	(9.15	)	$	(8.23	)	$	.91	$	(3.59	)	$	(.10	)	$	(.48	)
Cumulative effect on prior years (to December 28, 2001) of a change in accounting principle for goodwill			—			(3.67	)		—			—		—			—			—
Net(Loss)/earnings per share:
	Basic and diluted	$	(3.83	)	$	(12.82	)	$	(8.23	)	$	.91	$	(3.59	)	$	(.10	)	$	(.48	)
Shares Outstanding:
	Basic
Weighted average number of shares outstanding			41,045			40,957			40,876			40,798		40,742			41,055			41,035
	Diluted:
	Effect of stock options(7)		—			—			—			7		—			—			—
Total diluted			41,045			40,957			40,876			40,805		40,742			41,055			41,035

60

		2003			2002			2001			2000			1999			Three Months ended March 26, 2004			Three Months ended March 28, 2003
		(in thousands, except for per share amounts)
Balance Sheet Data:
Current assets		$	1,174,376		$	1,329,847		$	1,754,376		$	1,622,976		$	1,615,096		$	1,092,996		$	1,273,033
Current liabilities			1,373,760			1,449,795			2,388,620			1,454,603			1,471,552			1,312,850			1,452,283
Working capital			(199,384	)		(119,948	)		(634,244	)		168,373			143,544			(219,854	)		(179,250	)
Land, building and equipment (net)			309,615			407,819			399,198			495,034			648,199			303,606			397,019
Total assets			2,506,530			2,842,277			3,325,837			3,507,581			3,467,085			2,418,943			2,778,842
Bank loans			121			14,474			20,244			103,479			63,378			—			14,444
Long-term borrowing (including current installments):
	Corporate and other debt		333,800			346,707			297,627			306,188			372,921			332,348			336,076
	Project debt		137,177			205,840			226,056			274,993			349,501			133,911			202,900
	Capital lease obligations		63,695			58,987			—			—			—			63,374			59,578
Subordinated Robbins Facility exit funding obligations			113,279			113,254			113,123			113,238			113,000			113,693			108,865
Convertible subordinated notes			210,000			210,000			210,000			—			—			210,000			210,000
Preferred trust securities			175,000			175,000			175,000			175,000			175,000			175,000			175,000
Cash dividends per share of common stock		$	.00		$	.00		$	.12		$	.24		$	.54		$	.00		$	.00
Cash Flow Data:
Net cash provided/(used) by operating activities		$	(62,098	)	$	160,365		$	(88,681	)	$	(16,744)	(9)	$	(5,620)	(9)	$	29,568		$	(16,970	)
Net cash provided/(used) by investing activities			105,895			(122,706	)		43,212			38,248	(9)		60,299	(9)		(14,023	)		69,324
Net cash provided/(used) by financing activities			(51,805	)		60,002			85,533			(12,633	)(9)		(48,375	)(9)		(7,610	)		(16,967	)
Operating Data:
Unfilled orders, end of year or period		$	2,285,318		$	5,445,934		$	6,004,420		$	6,142,347		$	6,050,525		$	2,138,207		$	3,530,220
New orders booked			2,163,499			3,052,410			4,109,321			4,480,000			3,623,202			629,927			476,335
Other Data:
EBITDA(8)		$	21,421		$	(219,209	)	$	(72,731	)	$	193,136		$	63,627		$	42,627		$	19,242

(1)

Includes in fiscal year 2003, a ($15,100) impairment loss on the anticipated sale of a domestic corporate office building; a $16,700 gain on the sale of certain assets of Foster Wheeler Environmental Corporation and a gain of $4,300 on the sale of a waste-to-energy plant; revisions to project claim estimates and related cost $1,500; revisions to project estimates and related receivable allowances ($32,300); provision for asbestos claims ($68,100); performance intervention and restructuring charges ($43,600); charges for severance cost ($15,900); and legal and other $800.

(2)

Includes in fiscal year 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 fiscal year 2002, Foster Wheeler Ltd. recognized ($150,500) of impairment losses upon adoption of SFAS 142, "Goodwill and Other Intangible Assets."

(4)

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

(6)

Includes in fiscal year 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)

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 losses incurred during the periods presented. 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 losses incurred during the periods presented.

(8)

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 has presented EBITDA because it believes it is an important supplemental measure of operating performance. 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 agreement. Foster Wheeler believes that the line item on its consolidated statement of earnings entitled "net earnings (loss)" is the most directly comparable GAAP measure to EBITDA. Since EBITDA is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net earnings (loss) as an indicator of operating performance. EBITDA, as Foster Wheeler calculates it, may not be comparable to similarly titled measures employed by

61

other companies. In addition, this measure does not necessarily represent funds available for discretionary use, and is not necessarily a measure of Foster Wheeler's ability to fund its cash needs. As EBITDA excludes certain financial information compared with net earnings (loss), the most directly comparable GAAP financial measure, users of this financial information should consider the type of events and transactions which are excluded. A reconciliation of EBITDA, a non-GAAP financial measure, to net earnings (loss), a GAAP measure, is shown below.

	Year Ended															Three Months Ended
	December 26, 2003			December 27, 2002			December 28, 2001			December 29, 2000			December 31, 1999			March 26, 2004			March 28, 2003
EBITDA	$	21,421		$	(219,209	)	$	(72,731	)	$	193,136		$	(63,627	)	$	42,627		$	19,242
Less: Interest expense		95,484			83,028			84,484			83,254	*		70,213	*		25,432			21,794
Less: Depreciation and amortization		35,574			57,825			55,750			57,716	*		60,448	*		8,049			9,810
(Loss)/earnings before income tax		(109,637	)		(360,062	)		(212,965	)		52,166			(194,288	)		9,146			(12,362	)
Income tax		47,426			14,657			123,395			15,179			(48,208	)		13,444			7,458
Net loss prior to cumulative effect of a change in accounting principle of goodwill		(157,063	)		(374,719	)		(336,360	)		36,987			(146,080	)		(4,298	)		(19,820	)
Cumulative effect on prior years of a change in accounting principle of goodwill		—			(150,500	)		—			—			—			—			—
Net (loss) earnings	$	(157,063	)	$	(525,219	)	$	(336,360	)	$	36,987		$	(146,080	)	$	(4,298	)	$	(19,820	)

        Our non-GAAP performance measure, "EBITDA" has certain material limitations as follows:

•

It does not include interest expense. Because we have borrowed substantial amounts of money to finance some of our operations, interest is a necessary and ongoing part of our costs and has assisted us in generating revenue. Therefore any measure that excludes interest expense has material limitations;



•

It does not include taxes. Because the payment of taxes is a necessary and ongoing part of our operations, any measure that excludes taxes has material limitations;



•

It does not include depreciation. Because we must utilize substantial property, plant and equipment in order to generate revenues in our operations, depreciation is a necessary and ongoing part of our costs. Therefore any measure that excludes depreciation has material limitations.

(9)

Includes in the three months ended March 26, 2004, a $11,700 gain on asbestos settlements; a $10,500 gain on the sale of development rights to a power project in Italy; reserves recorded on a lump-sum project in Europe ($24,600); restructuring activities and credit agreement costs ($9,300); and severance costs ($400).

(10)

Includes in the three months ended March 28, 2003, a $15,300 gain on the sale of certain assets of Environmental; revisions to contract cost estimates ($16,100); restructuring activities and credit agreement costs ($10,400); severance costs ($6,200); and legal settlements and other provisions ($1,800).

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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.

								Year ended December 26, 2003 on a pro forma basis for the exchange offer and the upsize notes offering (modification method) (2)(3)(4)(6)(7)	Year ended December 26, 2003 on a pro forma basis for the exchange offer and the upsize notes offering (extinguishment method) (2)(3)(5)(6)(7)
						Three Months ended
	Fiscal Year
						March 26, 2004	March 28, 2003			Three Months ended March 26, 2004 on a pro forma basis for the exchange offer and the upsize notes offering (modification method) (3)(4)(6)(7)	Three Months ended March 26, 2004 on a pro forma basis for the exchange offer and the upsize notes offering (extinguishment method) (3)(5)(6)(7)
	2003	2002	2001	2000	1999
Ratio of earnings to fixed charges(1)(2)	-	-	-	1.47	-	1.51	—	-	-	2.30	2.25

(1)

Includes in fiscal years 1999, 2000, 2001, 2002 and 2003 and in the three month periods ended March 26, 2004 and March 28, 2003 dividends on preferred securities of a subsidiary trust of $15,181, $15,750, $15,750, $16,610, $18,130, $4,792, and $4,372, respectively. The pro forma results for the year ended December 26, 2003 include a $13,891 reduction in dividends on the trust securities, a $13,434 reduction in interest on the convertible notes, a $1,143 increase in interest on the 2005 notes under the modification method and a $3,099 increase in interest on the 2005 notes under the extinguishment method, and a $7,351 reduction in interest on the Robbins bonds. The pro forma results for the three months ended March 26, 2004 include a $3,667 reduction in dividends on the trust securities, a $3,363 reduction in interest on the convertible notes, a $316 increase in interest on the 2005 notes under the modification method and a $702 increase in interest on the 2005 notes under the extinguishment method, and a $1,830 reduction in interest on the Robbins bonds. The pro forma results also include the issuance of $120,000 in aggregate principal amount of upsize notes, the proceeds of which will be used to reduce amounts outstanding under our senior secured credit agreement.

(2)

Earnings are inadequate to cover fixed charges by $207,749, $216,122, $363,418, $116,803 and $15,608 for fiscal years 1999, 2001, 2002 and 2003 and the three-month period ended March 28, 2003, respectively. The coverage deficiency is $88,173 for the year ended December 26, 2003 on a pro forma basis using the modification method for the exchange offer and $90,160 for the year ended December 26, 2003 on a pro forma basis using the extinguishment method for the exchange offer.

(3)

Assumes that:

•

the holders of 75% 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 90% 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 90% of the aggregate principal amount or, if applicable, accreted principal amount, outstanding as of December 26, 2003 of Robbins bonds validly tender to the exchange agent, and not validly withdraw, those Robbins bonds; and

•

the holders of 90% of the aggregate principal amount of 2005 notes validly tender to the exchange agent, and not validly withdraw, those 2005 notes; and

•

certain holders of 2005 notes and convertible notes purchase, concurrently with the exchange offer, $120,000 aggregate principal amount of upsize notes, the proceeds of which will be used to reduce amounts outstanding under our senior secured credit agreement.

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.

(4)

Assumes the treatment of the 2005 notes in the exchange offer is accounted for using the modification method. For more information you should read "Accounting Treatment for the Exchange Offer."

(5)

Assumes the treatment of the 2005 notes in the exchange offer is accounted for using the extinguishment method. For more information you should read "Accounting Treatment for the Exchange Offer."

(6)

Assumes issuance of 9,800,000 common shares of Foster Wheeler Ltd. to members of Foster Wheeler's senior management and board of directors, to be issued, subject to certain restrictions, under a restricted stock plan which we intend to adopt before the closing of the exchange offer and assuming such shares are issued at a price of $1.42 per share under the modification method and $1.43 per share under the extinguishment method. Grants under the plan will be expensed over a three year vesting period.

(7)

The interest rate on the new notes will equal a rate of 6.65% plus that yield on U.S. Treasury notes having a remaining maturity, as of the second business day prior to the expiration date of the exchange offer, equal to the maturity of the new notes. The pro forma ratio of earnings to fixed charges data reflects pro forma results giving effect to the exchange offer and the upsize notes offering assuming an interest rate of 11.086%.

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USE OF PROCEEDS

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

        Concurrently with the exchange offer, we are offering in a separate private transaction to certain holders of 2005 notes and convertible notes that participate in the exchange offer up to $120 million in aggregate principal amount of upsize notes. We intend to use the net cash proceeds from the offering of the upsize notes to reduce amounts outstanding under our senior secured credit agreement. Our senior secured credit agreement will mature on April 30, 2005. As of March 26, 2004, amounts outstanding under our senior secured credit agreement bore interest at an average rate of 7.14% per annum.

64

ACCOUNTING TREATMENT FOR THE 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.

Trust securities

        The exchange of trust securities for common shares and preferred shares will be accounted for as a troubled debt restructuring pursuant to Statement of Financial Accounting Standards No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructurings", or SFAS No. 15. The trust securities exchanged for common shares and preferred shares in the exchange offer will be removed from our consolidated balance sheet. We will record a gain on the exchange of these trust securities equal to the difference between the carrying value of the trust securities exchanged, including any accrued and unpaid dividends forgiven, and the fair market value when issued of the common shares and preferred shares issued in the exchange, net of unamortized underlying debt securities issuance costs and direct costs associated with the exchange of the trust securities.

Convertible notes

        The exchange of the convertible notes for common shares and preferred shares will be accounted for in accordance with Statement of Financial Accounting Standards No. 84, "Induced Conversions of Convertible Debt, an Amendment of Accounting Principles Board Opinion No. 26," under which we will recognize an expense equal to the fair market value of the common shares and preferred shares issued in the exchange offer less the fair market value of common shares issuable pursuant to the original conversion terms of the convertible notes. We will also capitalize the unamortized debt issuance costs and record an expense for the direct costs associated with the exchange of the convertible notes.

Robbins bonds

        The exchange of the Robbins bonds for common shares and preferred shares will be accounted for as a troubled debt restructuring pursuant to SFAS No. 15. The Robbins bonds exchanged in the exchange offer will be removed from our consolidated balance sheet. We will record a gain on the exchange of the Robbins bonds equal to the difference between the carrying value of the Robbins bonds exchanged and the fair market value when issued of the common shares and preferred shares, net of direct costs associated with the exchange of the Robbins bonds.

2005 Notes

        The exchange of the 2005 notes for new notes, common shares and preferred shares will be accounted for either as a modification or as an extinguishment of debt in accordance with Emerging Issues Task Force Issue No. 96-19, "Debtor's Accounting for a Modification or Exchange of Debt Instruments." If the difference between (1) the sum of the present value of each future payment of interest and principal due under the new notes issued in the exchange offer (in each case discounted to present value using the stated interest rate of 6.75% on the 2005 notes) plus all fees and expenses paid to the holders of the 2005 notes, including to their outside counsel and financial advisors in connection with the exchange offer, plus the market value when issued of all common shares and preferred shares issued to holders of the 2005 notes in the exchange offer and (2) the face value of the 2005 notes exchanged is less than 10% of the face value of the 2005 notes exchanged, then the exchange of the 2005 notes will be accounted for as a modification. If the exchange of the 2005 notes is accounted for as a modification, the carrying value of the new notes issued in the exchange will be equal to the face value of the 2005 notes exchanged, less the fair market value when issued of the common shares and

65

preferred shares issued in exchange for the 2005 notes. Further, for accounting purposes, the interest expense on the new notes will be calculated based on the effective interest rate method. In applying the effective interest rate method, all fees and expenses paid or payable to the holders of the 2005 notes, including to their outside counsel and financial advisors, in connection with the exchange will be amortized as an adjustment to interest expense over the life of the new notes. All fees and expenses paid or payable to the Company's outside counsel and financial advisors in connection with the exchange offer will be expensed as incurred.

        If the difference between (1) the sum of the present value of each future payment of interest and principal due under the new notes issued in the exchange offer (in each case discounted to present value using the stated interest rate of 6.75% on the 2005 notes) plus all fees and expenses paid to the holders of the 2005 notes, including to their outside counsel and financial advisors, in connection with the exchange offer plus the market value when issued of all common shares and preferred shares issued to holders of the 2005 notes in the exchange offer and (2) the face value of the 2005 notes exchanged is 10% or more than the face value of the 2005 notes exchanged, then the exchange of the 2005 notes will be accounted for as a debt extinguishment. If the exchange of the 2005 notes is accounted for as a debt extinguishment, then the difference between the carrying value of the 2005 notes and the aggregate market value when issued of the new notes, the common shares and the preferred shares issued in the exchange offer will be accounted for as a gain or a loss. The gain or loss calculated using this method of accounting will include any fees and expenses payable to the holders of the 2005 notes, including to their outside counsel and financial advisors, in connection with the exchange offer. All fees and expenses paid or payable to the Company's outside counsel and financial advisors in connection with the exchange offer will be capitalized and amortized over the life of the new notes using the interest method.

Impact of Issuing Preferred Shares on Earnings/(Loss) per Share

        Because the holders of the preferred shares are entitled to receive dividends together with the common shares and do not become convertible until the shareholders approve the increase in authorized common shares, the preferred shares will be treated as a separate class of shares for accounting purposes. The impact on earnings per share as a result of having two distinct classes of shares, common and preferred, is dictated by Emerging Issues Task Force Issue No. 03-6 "Participating Securities and the Two-Class Method under FAS 128". If Foster Wheeler Ltd. is in a loss position, the entire loss is allocated to the holders of the common shares since the preferred shares are not required to fund losses. If Foster Wheeler Ltd. records earnings, earnings per common share would be calculated using the two-class method, which applies an earnings allocation formula that determines earnings per share for each class of shares. A proportionate amount of the earnings otherwise available to common shares would be allocable to the weighted average number of preferred shares outstanding once they are issued.

        Based upon the fair value of the preferred shares at issuance in relation to the fair value of the common shares, a beneficial conversion feature may exist. If it does exist, the amount of the beneficial conversion feature at issuance would negatively impact earnings per share available to common shareholders upon conversion of the preferred shares into common shares.

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THE EXCHANGE OFFER AND THE CONSENT SOLICITATION

Background and Purpose of the Exchange Offer

Purpose

        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 for the 2005 notes is effectively to extend the maturity of a portion of the 2005 notes and to reduce our debt.

        Following the consummation of the exchange offer, Foster Wheeler will no longer have any payment obligations with respect to:

•

trust securities that are exchanged, including with respect to accrued and unpaid dividends,



•

the convertible notes that are exchanged, or



•

the Robbins bonds that are exchanged, and



•

2005 notes that are exchanged for common shares and preferred shares.

        Foster Wheeler will pay all accrued and unpaid interest through the exchange date on the convertible notes, Robbins bonds and 2005 notes tendered in the exchange offer and not withdrawn. Holders of trust securities who participate in the exchange offer will forfeit any right to receive accumulated but unpaid dividends on the trust securities that they exchange.

        In addition, the new notes that are issued in exchange for the 2005 notes will have a maturity date that is approximately six years later than the maturity date of the 2005 notes. Consequently, Foster Wheeler will have a significantly longer period in which to repay the new notes.

        Following the consummation of the exchange offer and consent solicitation, holders of the trust securities, convertible notes, Robbins bonds and 2005 notes that receive shares in the exchange offer will become equity holders of Foster Wheeler and will no longer have the contractual rights previously accorded to them under the applicable debt instruments governing their securities. The holders of the 2005 notes that receive new notes will not be entitled to be repaid the principal amount of those notes until the new notes' maturity date in 2011. For a comparison of rights of holders who participate in the exchange offer, you should read the section of the prospectus entitled "Comparison of Rights."

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

Background

        In March 2002, Foster Wheeler adopted an improvement plan that focused on four key areas: ensuring a strong, sound backlog; enhancing its 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 offer and the upsize notes offering are an integral part of this restructuring plan.

        In August 2002, Foster Wheeler Ltd. finalized the senior secured credit agreement with its lender group. The senior secured credit agreement included a $71 million term loan, a $69 million revolving

67

credit facility, and a $149.9 million letter of credit facility, and expires on April 30, 2005. The senior secured credit agreement 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 became effective at the end of the first quarter of 2003 and include a senior leverage ratio and a minimum EBITDA level as described in the agreement, as amended. With Foster Wheeler Ltd.'s sale of the Foster Wheeler Environmental Corporation's net assets on March 7, 2003, and an interest in a corporate office building on March 31, 2003, the $77 million asset sale threshold was exceeded. Foster Wheeler Ltd. also sold a domestic corporate office building on April 28, 2004 for net cash proceeds of $16.4 million. Accordingly, principal prepayments of $1.3 million and $11.8 million were made on the term loan in the first quarter of 2004 and during the full year of 2003, respectively.

        As a result of Foster Wheeler's recognition of charges in the second half of 2002, Foster Wheeler was required to renegotiate the senior secured credit agreement. These charges principally related to:

•

the impact of changes in accounting principles and the resulting impairment of goodwill;



•

losses recognized in anticipation of the sale of two facilities;



•

project/contract-related write-downs, including reduced estimates of claim recoveries and revisions of project cost estimates and related receivables reserves;



•

provisions for asbestos claims;



•

provisions for plant impairment;



•

provisions for restructuring and performance intervention activities;



•

recognition of pension underfunding;



•

severance costs; and



•

charges for accrual of legal settlements.

        These charges significantly negatively impacted Foster Wheeler's net worth. As a result, Foster Wheeler was unable to satisfy covenants under the senior secured credit agreement as described below.

        Amendment No. 1 to the senior secured credit agreement, 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. As of December 26, 2003, $31 million of the contingency risks were favorably resolved, and additional project reserves were established for $32 million leaving a contingency balance of $0.

        Amendment No. 2 to the senior secured credit agreement, 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 in March 2003.

        The recognition of charges during the third and fourth quarters of 2002, described above, were the primary reason for the need for Foster Wheeler to renegotiate its senior secured credit agreement and enter into Amendments No. 1 and 2.

        Amendment No. 3 to the senior secured credit agreement, entered into on July 14, 2003, modified certain affirmative and negative covenants to permit the exchange offer described in this prospectus, other internal restructuring transactions as well as transfers, cancellations and set-offs of certain intercompany obligations. Under the senior secured credit agreement we paid a $13.6 million fee on

68

March 31, 2004, and our annual interest rate on borrowings thereunder has been increased by an additional .50% per quarter until we have repaid $100 million of indebtedness thereunder. The fee was included in Foster Wheeler's liquidity forecast for 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 the exchange offer in conjunction with the private offering of upsize notes.

        The restructuring originally contemplated two separate exchange offers: one for the trust securities and another for the convertible notes and Robbins bonds, neither of which was conditioned upon the other. In those exchange offers, Foster Wheeler contemplated offering preferred shares of two of its subsidiaries. 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 and a Schedule TO-C with respect to the second exchange offer originally contemplated.

        In October 2003, Foster Wheeler was informed by holders of the 2005 notes and the convertible notes that they had formed an informal committee to evaluate Foster Wheeler's financial situation as it related to the 2005 notes and the convertible notes. Foster Wheeler felt it was in its best interests and the best interests of our security holders to engage in discussions with the holders of the 2005 notes and the convertible notes to address our financial situation. The committee sought to engage Saybrook Restructuring Advisors, LLC as its financial advisor and Milbank, Tweed, Hadley & McCloy LLP as its legal advisor. Foster Wheeler agreed to pay for these engagements and executed engagement agreements with Milbank on November 21, 2003 and with Saybrook on November 24, 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's financial advisors met with Saybrook to continue the discussions relating to its financial situation and its recent delisting. In addition, 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 informal committee's financial advisor, Saybrook, advised Foster Wheeler that the informal committee had indicated that, if the committee members were willing to participate in an exchange offer, they would prefer voting equity of Foster Wheeler Ltd., even if the voting equity is quoted over the counter instead of on a national stock exchange, over the preferred shares of a subsidiary, as originally proposed.

        In making its decision to pursue the proposed exchange offer, the board considered the following primary factors:

(1)

the much more significant reduction in debt and improvement in Foster Wheeler's balance sheet that would result from exchanging equity of Foster Wheeler Ltd. for trust securities, convertible notes, Robbins bonds and a portion of the 2005 notes in the exchange offer than would have resulted from the originally proposed exchange of preferred shares of subsidiaries for trust securities, convertible notes and Robbins bonds;



(2)

the indicated preference of the informal committee; and



(3)

the impact of the NYSE's delisting, including the removal of NYSE–imposed limitations on Foster Wheeler's ability to issue voting equity.

The board then decided to pursue a single exchange offer using its voting equity. Initially, the exchange offer contemplated offering common shares of Foster Wheeler Ltd. In light of the limited amount of authorized common shares available, the board determined to offer convertible preferred shares in the exchange offer in addition to common shares.

        In order to complete the exchange offer, we must receive the consent of the lenders under our senior secured credit facility. We have entered into an amendment to our senior secured credit facility that permits the exchange offer and the private upsize notes offering subject to the satisfaction of certain conditions. The amendment is an exhibit to the registration statement of which this prospectus

69

is a part. The amendment will reduce the aggregate letter of credit availability from $149,900,000 to $125,000,000 upon the closing of the exchange offer. If the lenders do not consent, we will be unable to consummate the proposed exchange offer.

        By exchanging shares for trust securities, convertible notes, Robbins bonds and a portion of the 2005 notes, Foster Wheeler Ltd. will reduce its overall debt. By exchanging the new notes, which are due in 2011, for a portion of the 2005 notes, Foster Wheeler Ltd., also expects to improve its overall capital structure by effectively extending the maturity of those 2005 notes. Foster Wheeler Ltd.'s board also generally evaluated 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 continues to evaluate its alternatives, based on the facts, the board decided to pursue the restructuring and the exchange offer.

Upsize Notes Commitment

        Concurrently with the exchange offer and as part of the restructuring of Foster Wheeler's balance sheet, Foster Wheeler LLC is offering, in a separate private transaction, to certain holders of the 2005 notes and convertible notes, up to $120 million in aggregate principal amount of upsize notes. Foster Wheeler Ltd. anticipates the proceeds of this offering will be used to reduce amounts outstanding under its senior secured credit agreement.

        On February 4, 2004, Foster Wheeler LLC entered into a commitment letter with some of the holders of the 2005 notes and the convertible notes relating to its offering of the "upsize notes". The parties to the commitment letter have committed to purchase for cash $120 million of the upsize notes in a private transaction separate from the exchange offer, subject to completion of the exchange offer and other customary conditions being met. On April 12, 2004, May 4, 2004, May 7, 2004 and May 19, 2004 Foster Wheeler LLC and the holders party to the commitment letter agreed to extend the commitment thereunder to the term described below.

        The upsize notes will be offered initially as unregistered securities in a private offering. Pursuant to the commitment letter, Foster Wheeler has agreed that prior to 30 days following the upsize notes offering it will file and, seek to have declared effective, a registration statement to register an offer to exchange senior secured notes having terms identical to the upsize notes (other than the transfer restrictions) for all outstanding upsize notes.

This discussion of the commitment letter and the offering of the upsize notes is a description only, and nothing contained in this prospectus constitutes an offer to sell, or solicitation of an offer to buy, upsize notes.

        We intend to apply the net proceeds from the upsize notes offering first to reduce in full amounts outstanding under term loans under the senior secured credit agreement (which were approximately $49.7 million as of April 30, 2004), and second to reduce outstanding revolving credit borrowings under the senior secured credit agreement which were approximately $69 million as of April 30, 2004.

        The commitment letter and all of the obligations and undertakings of the parties in the commitment letter will be terminated upon the earliest to occur of:

•

June 9, 2004, if the registration statement of which this prospectus is a part has not been declared effective by such date;



•

a material breach by any of Foster Wheeler Ltd., Foster Wheeler LLC or any holder party to the commitment letter of its respective obligations, representations or warranties under the commitment letter that is not cured within 10 days after notice of breach;



•

the filing of any voluntary or involuntary bankruptcy or other insolvency case or proceeding involving either Foster Wheeler Ltd. or Foster Wheeler LLC;

70

•

a determination by (1) a governmental agency that the securities to be issued pursuant to the exchange offer will not be freely tradable or (2) by the SEC not to take the necessary action to permit the exchange offer to be declared effective;



•

in the determination of the security holders representing a majority of the aggregate principal amount of the commitment to purchase upsize notes under the commitment letter, failure of Foster Wheeler LLC to timely pay the fees and expenses of certain advisors to the security holders;



•

the commencement of a proceeding by a tribunal of relevant authority seeking to enjoin, restrict, modify or prohibit the exchange offer or the issuance of the upsize notes; and



•

the 65^th calendar day following the commencement of the exchange offer, if the exchange offer has not been consummated by such 65^th calendar day.

No-Transfer Agreement

        On April 8, 2004, Foster Wheeler Ltd. and Foster Wheeler LLC entered into a no-transfer agreement with holders of 45.3% of the 2005 notes, and 46.7% of the convertible notes. Under this agreement each holder that signed this agreement has agreed, as long as the agreement is in effect, not to transfer any securities of Foster Wheeler held by it, in whole or in part other than (1) to certain affiliates or members of the informal committee that agree in writing to be bound by the terms of the agreement, (2) to Foster Wheeler Ltd. or Foster Wheeler LLC, (3) pursuant to certain pledge terms or (4) through conversion of the securities in accordance with their terms. Pursuant to amendments dated May 4, 2004, May 7, 2004 and May 19, 2004, Foster Wheeler Ltd., Foster Wheeler LLC and the holders party to the no-transfer agreement agreed to extend the no-transfer agreement to the term described below.

        Under the no-transfer agreement, each of Foster Wheeler Ltd. and Foster Wheeler LLC agreed to file the registration statement of which this prospectus is a part within two business days following the execution of the no-transfer agreement, and have agreed:

•

to use its commercially reasonable best efforts to cause the registration statement, of which this prospectus is a part, to be declared effective, to commence the exchange offer within two business days after the registration statement is declared effective and to consummate the exchange offer described in this prospectus;



•

it will not, as long as the no transfer agreement is in effect,



•

without the prior consent of each security holder, file any amendment to the registration statement of which this prospectus is a part relating to the exchange offer or the related transactions, and to allow the holders who sign the no-transfer agreement to review and approve the final form of the documentation required in order for a holder to tender its securities in the exchange offer;



•

without the prior written consent of each security holder, initiate any exchange offer for the securities except the exchange offer contemplated by the registration statement of which this prospectus is a part;



•

without the prior written consent of each security holder, otherwise seek to restructure or recapitalize or negotiate or provide confidential information to any person known by Foster Wheeler to be contemplating an alternate plan of restructuring, except as contemplated by the exchange offer and concurrent related transactions and except for discussions with and information provided to the holders of the Robbins bonds with respect to the possible change in consideration to be delivered to them in connection with the exchange offer;



•

without the prior written consent of each security holder, change any terms or conditions to the exchange offer (including, without limitation, change the terms of the restructuring described in this prospectus in any manner whatsoever that modifies, amends, or alters the

71

treatment of, consideration to or distribution to holders of the 2005 notes, convertible notes Robbins bonds, trust securities, common stock, any other claims or equity interests against or in Foster Wheeler Ltd. or Foster Wheeler LLC, or other persons);

•

object to, or otherwise commence any proceeding to oppose, the restructuring of Foster Wheeler's balance sheet as described in this prospectus and shall not take any action that is inconsistent with or that would unreasonably delay the consummation of, such restructuring; or



•

without the prior written consent of each security holder, except as otherwise contemplated by the exchange offer and concurrent related transactions, not to, and will cause its subsidiaries not to engage in any transaction outside the ordinary course of business including any merger, acquisition, security issuance or asset sale or lease outside the ordinary course of business, other than certain identified transactions.

        The no-transfer agreement will be terminated upon the earliest to occur of:

•

June 9, 2004, if the registration statement of which this prospectus is a part has not been declared effective by such date;



•

the earliest to occur of (1) the 21st business day following the commencement of the exchange offer, (2) the termination or abandonment of the exchange offer and (3) July 9, 2004;



•

a material breach by any of Foster Wheeler Ltd., Foster Wheeler LLC or any holder party to the no-transfer agreement of its respective obligations, representations or warranties under the no-transfer agreement that is not cured within 10 calendar days after notice of breach;



•

the filing of any voluntary or involuntary bankruptcy or other insolvency case or proceeding involving either Foster Wheeler Ltd. or Foster Wheeler LLC;



•

a determination by the board of directors of either Foster Wheeler Ltd. or Foster Wheeler LLC that termination is required by its fiduciary duty to Foster Wheeler Ltd. or Foster Wheeler LLC, its shareholders and/or creditors, based on advice received from counsel;



•

a determination (1) by a governmental agency that the securities to be issued pursuant to the exchange offer will not be freely tradable or (2) by the SEC not to take the necessary action to permit the exchange offer to be declared effective;



•

in the determination of the security holders representing a majority in principal amount of securities subject to the no-transfer agreement, failure of Foster Wheeler LLC to timely pay the fees and expenses of certain advisors to the security holders; and



•

the commencement of a proceeding by a tribunal of relevant authority seeking to enjoin, restrict, modify or prohibit the exchange offer or the issuance of the upsize notes.

Lockup Agreement

        We expect that we and the holders of approximately 46.7% of the aggregate principal amount of convertible notes and approximately 47.8% of the aggregate principal amount of 2005 notes will enter into a lockup agreement following the commencement of the exchange offer. Under the proposed lockup agreement, Foster Wheeler Ltd. and Foster Wheeler LLC each intend to agree to as promptly as practicable, and in any event within 2 business days following the effectiveness of the registration statement of which this prospectus is a part, commence the exchange offer, and each has agreed:

•

to use its commercially reasonable best efforts to maintain the effectiveness of the registration statement of which this prospectus is a part;



•

not to file any post effective amendments to the registration statement of which this prospectus is a part changing any terms of the exchange offer or the related transactions, and to allow the holders who sign the lockup agreement to review and approve any material changes to the documentation that will be required in order for a holder to tender its securities in the exchange offer;

72

•

not to extend the solicitation period for the exchange offer if the minimum tender condition has been satisfied or waived by the holders (as described below), and in no event for longer than 60 days following commencement of the exchange offer, other than pursuant to a subsequent offering period, as described in this prospectus;



•

to use its commercially reasonable best efforts to consummate the exchange offer described in this prospectus;



•

in the event it fails to consummate the exchange offer, to seek thereafter to commence, within 30 days of the expiration date of the exchange offer and thereafter to consummate, the same economic transactions contemplated by the exchange offer through an alternative implementation structure that is reasonably likely to succeed. Foster Wheeler intends to agree that in the event it fails to so commence and complete such an alternative transaction it will pay a reimbursement fee of 2.5% of the outstanding principal amount of securities tendered by the security holders prior to the exchange offer expiration;



•

in the event that the lockup agreement is terminated by Foster Wheeler Ltd. or Foster Wheeler LLC due to a determination by their respective board of directors that termination is required by their respective fiduciary duty to Foster Wheeler Ltd., Foster Wheeler LLC, their respective shareholders, and/or creditors based on advice received from counsel it will pay a termination fee of the lesser of (i) 2.5% of the outstanding principal amount of securities subject to the lockup agreement and (ii) $10 million;



•

not to waive any conditions to or otherwise modify any material terms or conditions of the exchange offer (including the fees payable to any broker-dealer or security holder in connection therewith) described in this prospectus without the prior written consent of each security holder; provided that if so directed by the holders of not less than two-thirds in aggregate principal amount of the outstanding securities listed in the agreement, it will waive the minimum tender condition to facilitate completion of the exchange offer;



•

not to, as long as the lockup agreement is in effect, without the prior written consent of each security holder,



•

initiate any exchange offer for the securities except the exchange offer contemplated by the registration statement of which this prospectus is a part;



•

otherwise seek to restructure or recapitalize, or negotiate or provide confidential information to any person known by the company to be contemplating an alternative plan of restructuring, except as contemplated by the exchange offer and concurrent related transactions; or



•

except as otherwise contemplated by the exchange offer and concurrent related transactions, do, or will cause its subsidiaries to do the following:



(1)

engage in any transaction outside the ordinary course of business, other than certain identified transactions;



(2)

issue, sell, pledge, dispose of or encumber any additional shares of its equity interests or derivative securities;



(3)

amend or propose to amend its respective articles of incorporation, partnership agreement, operating agreement or comparable organizational documents;



(4)

split, combine, reclassify, or acquire any of its equity interests (other than intercompany distributions);



(5)

redeem, purchase or acquire any of its equity interests;



(6)

acquire, transfer or sell any material business entity or material assets thereof;



(7)

incur debt outside the ordinary course of business, other than the refinancing of existing debt;

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(8)

grant any lien, pledge, charge, mortgage, or other encumbrance to secure indebtedness on any asset other than certain permitted liens or in connection with the refinancing of existing debt;



(9)

adopt, enter into, amend, modify, terminate, make grants under any equity employee benefit plan or compensation agreement, other than in the ordinary course of business; or



(10)

incur or propose to incur capital expenditure in excess of $1,000,000 above the amount of capital expenditures budgeted for in each company's current fiscal year;



(11)

enter into or propose to enter into any transactions with any officers, directors or 5% shareholders other than in the ordinary course of business;



•

to comply with the other covenants regarding the maintenance of its business;



•

that within five business days following the consummation of the exchange offer (1) Foster Wheeler Ltd. will increase its number of directors from seven to eight, and, until the actions described in (3) below have been taken, we shall not increase the number of directors to more than eight, (2) three of the six incumbent directors will resign, and (3) the continuing directors will nominate and appoint four directors to be proposed by the informal committee of security holders, that are in each case independent of management and are reasonably acceptable to Foster Wheeler Ltd. We have agreed to pay to the holders certain distributions in the event that we fail to fulfill the obligations outlined in this paragraph. See "Description of Share Capital—Preferred Shares—Terms of the Series B Convertible Preferred Shares Offered in the Exchange Offer";



•

to hold shareholder meetings as soon as practicable, and in any event no later than October 24, 2004 to (1) increase our authorized common shares and (2) effect a reverse split of our common shares on a one-for-four basis. We have agreed to pay to the holders certain distributions in the event that we fail to fulfill the obligations outlined in this paragraph. See "Description of Share Capital—Preferred Shares—Terms of the Series B Convertible Preferred Shares Offered in the Exchange Offer";



•

to use its commercially reasonable best efforts to (1) list the common shares on the New York Stock Exchange or the NASDAQ Stock Market as promptly as practicable and (2) if the preferred shares have not become convertible into common shares on or prior to October 24, 2004, to cooperate in facilitating the listing of the preferred shares on the OTC Bulletin Board, or as promptly as practicable to list the preferred shares on the New York Stock Exchange or the NASDAQ Stock Market and after the preferred shares have become convertible, not to apply to list, and, if listed, to use its reasonable best efforts (which in any event shall include any action within its control) to promptly delist, the preferred shares. We have agreed to pay to the holders certain distributions in the event that we fail to fulfill the obligations outlined in this paragraph. See "Description of Share Capital—Preferred Shares—Terms of the Series B Convertible Preferred Shares Offered in the Exchange Offer";



•

to use its commercially reasonable best efforts to obtain a rating of the new notes as promptly as practicable by Moody's Investors Service, Inc. or Standard & Poor's (but not as a condition to the exchange offer);



•

to enter into a registration rights agreement, a form of which is filed as an exhibit to the registration statement of which this prospectus is a part, if requested by any security holder that may be considered an affiliate of Foster Wheeler as a result of the securities held by such security holder (see "Description of Notes—Registration Rights"); and



•

that the rights plan dated May 21, 2001 of Foster Wheeler Ltd. shall have been amended to expire prior to the consummation of the exchange offer.

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•

that (i) we will adopt the board resolution necessary to issue the common shares issuable upon conversion of the preferred shares on the date that the certificate of designation is approved in final form, with effect on the date on which the preferred shares are issued and (ii) following its adoption, we are required (x) to refrain from taking any action to impair, rescind or alter such resolution following its adoption in accordance with the lockup agreement, to at all times after our authorized capital has been increased as described above, reserve that number of common shares sufficient to allow, and maintain sufficient share premium to effect, the conversion of the preferred shares and issuance of related common shares. If we have failed to take the action described in clause (i), or if we have failed to take or to refrain from taking, as the case may be, the actions described in clause (ii) of the first sentence of this paragraph, then on the sixth day following its failure, we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregate amount of $2,500,000, in preference to and to the exclusion of the holders of the common shares. Thereafter on each quarterly anniversary of the first such payment date, if we have not taken the action described in clause (i) (or refrain from taking the action described in clause (ii)) of the first sentence of this paragraph, then we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregated amount of $2,500,000, in preference to and to the exclusion of the holders of the common shares.

        We expect each holder that signs a lockup agreement will agree:

•

to deliver the documentation required to tender its securities in accordance with the exchange offer within five business days following receipt of the relevant documentation by the individuals responsible for tendering securities as specified in the agreement and not to withdraw or revoke such securities unless the lockup agreement is terminated in accordance with its terms;



•

as long as the agreement is in effect, not to transfer any securities of Foster Wheeler held by it, in whole or in part, other than (1) to any person that agrees in writing to be bound by the terms of the agreement, (2) to Foster Wheeler Ltd. or Foster Wheeler LLC, (3) pursuant to certain pledge terms or (4) through conversion of the securities in accordance with their terms;



•

not to vote for, consent to, provide any support for, participate in or solicit or encourage any other person to formulate, any other tender offer, settlement offer or exchange offer for the securities other than the exchange offer described in this prospectus;



•

as long as the agreement is in effect, it will not object to or otherwise commence any proceeding to oppose the restructuring of debt and equity capital of Foster Wheeler as contemplated by the exchange offer and concurrent offerings described in this prospectus. Specifically, as long as the lockup agreement is in effect, each security holder will agree that it will not:



•

directly or indirectly seek, solicit, support or encourage any other plan, sale, proposal or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution or restructuring of either Foster Wheeler Ltd. or Foster Wheeler LLC; or



•

commence or support any action filed by any party to appoint a trustee, conservator, receiver or examiner for either Foster Wheeler Ltd. or Foster Wheeler LLC, or otherwise to commence an involuntary bankruptcy case against either Foster Wheeler Ltd. or Foster Wheeler LLC.

        We plan that within five business days following the consummation of the exchange offer, (i) Foster Wheeler Ltd. will increase its number of directors from seven to eight, (ii) three of the six incumbent independent directors will resign, and (iii) the continuing directors will nominate and appoint four directors to be proposed by the informal committee of security holders, that are reasonably acceptable to Foster Wheeler Ltd (in accordance with the lockup agreement.)

        We also plan to hold a shareholder meeting as soon as practicable to increase our authorized common shares: see "Description of Share Capital—Preferred Shares—Terms of the Series B Convertible Preferred Shares Offered in the Exchange Offer."

75

        If Foster Wheeler Ltd. or Foster Wheeler LLC change the terms of the restructuring, as reflected in the registration statement of which this prospectus is a part, in any manner whatsoever that modifies, amends, or alters the treatment of, consideration to or distribution to holders of 2005 notes, convertible notes, Robbins bonds, trust securities, common stock, any other claims or equity interests against or in Foster Wheeler Ltd. or Foster Wheeler LLC, or other persons, except in accordance with the terms of the lockup agreement, the lockup agreement shall terminate.

        Unless the restructuring described in this prospectus has been consummated as contemplated by the lockup agreement, the lockup agreement shall terminate upon the earliest to occur of:

•

the 65th calendar day following the commencement of the exchange offer, if the exchange offer has not been consummated by such 65th calendar day;



•

the second business day following the date of execution of the lockup agreement, if the exchange offer has not been commenced by such second business day;



•

a material breach by any of Foster Wheeler Ltd., Foster Wheeler LLC or any holder party to the lockup agreement that is not cured by the earliest of (1) the 10th calendar day following notice of such breach or (2) the fourth business day prior to the last date for withdrawal of securities or revocation of consents under the exchange offer;



•

the filing of any voluntary or involuntary bankruptcy or other insolvency case or proceeding involving either Foster Wheeler Ltd. or Foster Wheeler LLC;



•

a determination by the board of directors of either Foster Wheeler Ltd. or Foster Wheeler LLC that termination is required by its fiduciary duty to Foster Wheeler Ltd., Foster Wheeler LLC, its shareholders and/or creditors based on advice received from counsel;



•

in the determination of holders of a majority of the securities subject to the lockup agreement, failure of Foster Wheeler LLC to pay the fees and expenses of certain advisors to the security holders for at least three business days, following written notice of such failure;



•

the commencement of a proceeding by a tribunal as relevant authority seeking to enjoin, restrict, modify or prohibit the exchange offer or the issuance of the upsize notes;



•

a determination by a governmental agency that the securities to be issued pursuant to the exchange offer will not be freely tradable other than with respect to a particular holder due to that holder's status as an affiliate of either Foster Wheeler Ltd. or Foster Wheeler LLC.

Terms of the Exchange Offer

Trust Securities Exchange

        Foster Wheeler Ltd. is offering to exchange up to 19,467,000 common shares and 210,000 preferred shares, or in the aggregate 36,267,000 common shares on an as converted basis, for any and all of the 7,000,000 outstanding trust securities. Each holder will be entitled to receive 2.781 common shares and 0.030 preferred shares, or in the aggregate 5.181 common shares on an as converted basis, for each trust security (liquidation amount $25). Holders of trust securities who participate in the exchange offer will forfeit any right to receive accumulated but unpaid dividends on the trust securities that they exchange.

        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 underlying the trust securities.

Convertible Notes Exchange

        Foster Wheeler Ltd. is offering to exchange up to 43,679,370 of its common shares and 470,400 of its preferred shares, or in the aggregate 81,311,370 common shares on an as converted basis, for any

76

and all of the $210 million in aggregate principal amount of the convertible notes. For each $1,000 in principal amount of convertible notes that you validly tender in the exchange offer, you will receive 207.997 common shares and 2.240 preferred shares of Foster Wheeler Ltd. plus accrued and unpaid interest through the exchange date. 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 with respect to the tendered notes.

Robbins Bonds Exchange

        Foster Wheeler Ltd. is offering to exchange up to 24,212,175 of its common shares and 260,811.74 of its preferred shares, or in the aggregate 45,077,114 common shares on an as converted basis, plus accrued and unpaid interest for any and all of the $113.693 million in aggregate principal amount as of March 26, 2004 of the Robbins bonds. For each $1,000 in principal amount as of March 26, 2004 of 2009 Series C Robbins bonds that you validly tender in the exchange offer, you will receive 212.961 common shares and 2.294 preferred shares of Foster Wheeler Ltd. plus accrued and unpaid interest through the exchange date. For each $1,000 in principal amount as of March 26, 2004 of 2024 Series C Robbins bonds that you validly tender in the exchange offer, you will receive 212.961 common shares and 2.294 preferred shares of Foster Wheeler Ltd. plus accrued and unpaid interest through the exchange date. For each $1,000 in accreted principal amount as of March 26, 2004 of Series D Robbins bonds that you validly tender in the exchange offer, you will receive 212.961 common shares and 2.294 preferred shares of Foster Wheeler Ltd. You may exchange any or all of your 2009 Series C Robbins bonds and 2024 Series C Robbins bonds in the exchange offer in increments of $1,000 in principal amount. You may exchange any or all of your Series D Robbins bonds in the exchange offer in increments of $1,000 in principal amount at maturity.

2005 Notes Exchange

        Foster Wheeler LLC is offering to exchange up to $150 million in aggregate principal amount of its new notes and up to 12,410,200 common shares and 133,600 preferred shares, or in the aggregate 23,098,200 common shares on an as converted basis, for any and all of its $200 million in aggregate principal amount of 2005 notes. For each $1,000 in principal amount of 2005 notes you validly tender in the exchange offer, you will receive $750 aggregate principal amount of new notes, 62.051 common shares and 0.668 preferred shares of Foster Wheeler Ltd. plus accrued and unpaid interest through the exchange date. The common shares and preferred shares will be issued by Foster Wheeler Ltd. on behalf of Foster Wheeler LLC and in consideration of the exchange with Foster Wheeler LLC. You may tender your 2005 notes only in increments of $1,000 in 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 with respect to the tendered notes.

Management Participation

        Foster Wheeler Ltd. intends to adopt a restricted stock plan prior to the closing of the exchange offer. The plan will entitle members of senior management and the board of directors of Foster Wheeler to receive 9,800,000 common shares in conjunction with consummation of the exchange offer. The plan also will allow the issuance of an additional 700,000 shares at the discretion of the

77

compensation committee of the board of directors. The respective entitlements under the plan of our directors and executive officers are expected to be as follows:

Name	Number of Shares under Plan
Raymond J. Milchovich	3,500,000
Bernard H. Cherry	1,000,000
John La Duc	550,000
Steven I. Weinstein	135,865
Brian K. Ferraioli	118,232
All directors and executive officers as a group	5,557,059

Beneficial Ownership After the Exchange Offer

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

	Title of Security
	Existing common shareholders and restricted stock plan		Trust securities		Convertible notes		Robbins bonds			2005 notes
Aggregate liquidation or principal amount outstanding at March 26, 2004	N/A		$	175 million	$	210 million	$	113.7 million	(1)	$	200 million
Accrued and unpaid interest or dividends through March 26, 2004	N/A		$	42.8 million	$	4.6 million	$	3.0 million		$	5.1 million
Total obligation as of March 26, 2004	N/A		$	217.8 million	$	214.6 million	$	116.7 million		$	205.1 million
% of aggregate principal amount expected to execute lockup agreements	N/A			—		46.7%		—			47.8%
Minimum % required to tender for consummation of exchange offer	N/A			75%		90%		90%			90%
Total number of preferred shares to be issued(2)	N/A			157,500		423,360		234,731			120,240
Total number of common shares to be issued(2)	N/A			14,600,250		39,311,433		21,790,957			11,169,180
% of common shares (assuming conversion of preferred shares) outstanding after exchange offer(2)	23.8%	(3)		12.8%		34.5%		19.1%			9.8%

(1)

The 2009 Series C Robbins bonds had a face amount of $17.8 million at issuance. Since issuance, in accordance with the terms of the 2009 Series C Robbins bonds, Foster Wheeler LLC has made principal repayments of $5.7 million. The total amount due as of March 26, 2004, was $12.1 million. The 2024 Series C Robbins bonds had a face amount of $77.2 million at issuance. No principal repayments are scheduled until 2023, and the total amount due under the 2024 Series C Robbins bonds as of March 26, 2004 was $77.2 million. The Series D Robbins bonds had a face amount of $18 million at issuance. The total amount due under the Series D Robbins bonds as of March 26, 2004, which includes $6.4 million of accreted principal through this date, was $24.4 million.

(2)

Assumes minimum conditions with respect to percentages tendered into the exchange offer are tendered.

(3)

Includes 9,800,000 common shares, or 4.6% of the common shares on an as converted basis, to be issued in conjuction with the consummation of the exchange offer under a restricted stock plan which we intend to adopt prior to the closing of the exchange offer to members of Foster Wheeler's senior management and directors. See "The Exchange Offer and Consent Solicitation—Management Participation" for more information about the restricted stock plan. The plan also allows the issuance of an additional 700,000 shares at the discretion of the compensation committee of the board of directors. Excludes approximately 8,869,000 shares reserved for issuance pursuant to employee stock option plans and approximately 1,309,000 shares reserved for issuance upon conversion of convertible notes that remain outstanding.

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.

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        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, convertible notes and 2005 notes, delivery of consents be accepted from or on behalf of) a holder residing in such jurisdiction.

No Fractional Tenders

        You may not tender your securities except in the minimum increments denoted above.

Acceptance and Delivery of Common Shares and Preferred Shares and new notes; 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, preferred 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 and preferred shares and Foster Wheeler LLC will deliver the new notes, as the case may be, promptly after the expiration of the exchange offer.

        The exchange agent will, as a participant in the DTC Fast Automated Securities Transfer program, issue the common shares and preferred shares and new notes to holders by effecting book-entries to electronically credit the account of the holder or its nominee with DTC through its Deposit Withdrawal Agent Commission System. The issuance of all shares will be recorded on the register of shareholders.

        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, preferred 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 Ltd. issuing the common shares and the preferred 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 and the preferred shares or new notes, as the case may be, will not be reissued or resold. 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.

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        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 and preferred 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, the convertible notes and 2005 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.

Registration Rights

        We have agreed with certain of the holders of the 2005 notes and the convertible notes that will hold 5% or more of the voting shares of Foster Wheeler Ltd. upon consumation of the proposed exchange offer, that we will, at our cost, use commercially reasonable efforts to cause to become effective a shelf registration statement with respect to resales of such securities of Foster Wheeler LLC and Foster Wheeler Ltd., including the shares and notes held by such holders, and to keep the registration statement effective until the earlier of (i) the fifth anniversary of the effective date of the shelf registration statement, (ii) the date on which none of such holders beneficially owns 5% or more of the voting shares of Foster Wheeler Ltd.; provided that no voting shares acquired after the issue date (other than as a result of any stock dividend, stock split or other similar event) by such holders shall be counted for this purpose, (iii) the date on which our legal counsel delivers an opinion to each of the holders to the effect that such holders are not an affiliate, as that term is used in Rule 144 under the Securities Act and that all of such securities beneficially owned by such holders may be sold without registration under the Securities Act and counsel for the holders shall deliver a concurring opinion; provided that the holders have agreed to use their good faith efforts to obtain such concurring opinion or (iv) the date when all securities covered by the shelf registration statement have been sold pursuant to the shelf registration statement or have otherwise become freely tradable. We have agreed to file the registration statement relating to the shelf within 45 days of the issue date and to use our reasonable best efforts to have it declared effective within 90 days of the issue date. In the event we do not satisfy our registration obligations under this agreement within or for the time periods specified, we have agreed to pay these holders as a group liquidated damages in an aggregate amount of approximately $13,700 per day until such registration default is cured. We will, in connection with the shelf registration, provide copies of the prospectus to each holder that is entitled to include its securities under such shelf registration statement, notify each such holder when the shelf registration statement for the securities has become effective and take certain other actions as are required to permit resales of the securities. A holder that sells its securities pursuant to the shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreement that are applicable to a selling holder, including certain indemnification obligations.

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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. 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.

        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 2005 notes. Your tender of 2005 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 terms of the indenture governing the junior subordinated debentures underlying the trust securities to eliminate the provisions 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 all of the proposed amendments relating to the trust securities. The holders of at least a majority in aggregate liquidation amount of the trust securities must consent to the proposed amendments relating to the trust securities for them to be effective.

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 to eliminate the provisions 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 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.

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 to eliminate the provisions that restrict the ability of Foster Wheeler LLC to (1) merge with, or convey, transfer or lease its properties and assets to, other entities,

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(2) permit its subsidiaries to incur debt in excess of 10% of its net tangible assets, (3) incur certain liens without securing the 2005 notes equally and ratably, and (4) enter into sale and leaseback transactions. The proposed elimination of the limitation on liens covenant would eliminate the holders of the 2005 notes rights to security currently in place with respect to the 2005 notes. As a consequence, the 2005 notes will no longer be secured by any collateral if the proposed amendments are adopted, and will therefore rank junior in right of payment to senior secured debt of Foster Wheeler LLC, including debt under the senior secured credit agreement, any new senior credit facility, the new notes and the upsize notes with respect to the collateral securing such debt.

        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.

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

        The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2004, or the expiration date, 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.

        All conditions to the exchange offer will be satisfied or waived prior to the expiration of the exchange offer unless the exchange offer is terminated. Foster Wheeler will pay for any securities accepted promptly following the expiration of the exchange offer.

        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 and preferred shares for all trust securities, convertible notes, Robbins bonds and 2005 notes 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,

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on the next business day after the expiration date of the exchange offer and immediately commence the subsequent offering period;

•

exchange (1) common shares and preferred shares for all trust securities, convertible notes, Robbins bonds and 2005 notes 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 common shares, preferred 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 and sale of common shares, preferred shares or new notes, as the case may be.

        Notwithstanding any other provision of the exchange offer, subject to the terms of the proposed lockup agreement, 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 among other things:

•

holders of at least 75% of the aggregate liquidation amount of trust securities having validly tendered, and not validly withdrawn, those trust securities; and



•

holders of at least 90% of the aggregate principal amount of convertible notes having validly tendered, and not validly withdrawn, those convertible notes; and



•

holders of at least 90% of the aggregate principal amount or, if applicable, accreted principal amount, outstanding as of March 26, 2004 of Robbins bonds having validly tendered, and not validly withdrawn, those Robbins bonds; and



•

holders of at least 90% of the aggregate principal amount of 2005 notes having validly tendered, and not validly withdrawn, those 2005 notes.

        In order to complete the exchange offer, we must receive the consent of the lenders under our senior secured credit facility. We have entered into an amendment to our senior secured credit facility that permits the exchange offer and the private upsize notes offering subject to the satisfaction of certain conditions. The amendment is an exhibit to the registration statement of which this prospectus is a part. The amendment will reduce the aggregate letter of credit availability from $149,900,000 to

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$125,000,000 upon the closing of the exchange offer. If the lenders do not consent, we will be unable to consummate the proposed exchange offer.

        In addition, the private upsize notes offering must be completed in order to complete the exchange offer.

        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.

        Subject to the terms of the proposed lockup agreement, we may, in our sole and reasonable discretion, 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, convertible notes and 2005 notes, thereby validly deliver a consent to the proposed amendments with respect to those trust securities, convertible notes or 2005 notes, as the case may be.

        In order for a holder to receive common shares, preferred shares or new notes, as the case may be, such 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

        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, Foster Wheeler Ltd. and Foster Wheeler LLC 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, 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 exchange 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 and preferred shares for trust securities, convertible notes, Robbins bonds and 2005 notes 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, convertible notes, and 2005 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

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agent, electronically transmit their acceptance of the exchange offer (and thereby tender their securities and, in the case of the trust securities, convertible notes, and 2005 notes, provide their consent to the proposed 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, convertible notes, and 2005 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, convertible notes, and 2005 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, convertible notes, and 2005 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, convertible notes, and 2005 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, we may, at our option, treat such tender as invalid. Exchange of (1) common shares and preferred shares for trust securities, convertible notes, Robbins bonds and 2005 notes and (2) new notes for 2005 notes will be made only against the valid tender of the securities.

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,

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and any other required documents, within three NYSE trading days after the date of the notice of guaranteed delivery.

Signature Guarantees

        Signatures on the applicable 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 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 us, or upon our order, upon receipt by the exchange agent, as the holder's agent, of the (1) common shares and preferred shares issued in exchange for the trust securities, convertible notes, Robbins bonds and 2005 notes, 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

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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 procedures set forth herein will be entitled to receive common shares and preferred 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 and preferred shares for trust securities, convertible notes, Robbins bonds and 2005 notes, 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.

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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 prior to 5:00 p.m., New York City time, on the expiration date of the exchange 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 exchange 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, the convertible notes and the 2005 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, 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

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securities, however, may be retendered by following the procedures described above at any time prior to the expiration date of the exchange offer.

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 governing the junior subordinated debentures underlying the trust securities are adopted, you will no longer have the benefit of the provisions contained in the indenture that are deleted as part of the consent solicitation. Without the protection afforded by such provisions, you and the trustee will have greater difficulty enforcing your rights under the indenture governing the junior subordinated debentures underlying the trust securities 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 governing the junior subordinated debentures underlying the trust securities that are deleted as a part of the consent solicitation.

        The terms of the indenture 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 relating to the junior subordinated debentures, 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.

        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 relating to the trust securities 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.

        If a large enough number of holders of the trust securities decide to participate in the exchange offer, the liquidity of the trust securities may be impaired 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 the provisions contained in the indenture that are deleted as part of the consent solicitation. 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 that are deleted as part of the consent solicitation. 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 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 the provisions contained in the indenture that are deleted as part of the consent solicitation. Without the protection afforded by such provisions, you and the trustee will have greater difficulty enforcing your rights under the indenture governing the 2005 notes 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 governing the 2005 notes that are deleted as a part of the consent solicitation. In addition, 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, you would be deemed to have exchanged your 2005 notes for new 2005 notes. In this regard, please refer to "U.S. Federal Income Tax Considerations" in the new notes prospectus.

The proposed elimination of the limitation on liens covenant would eliminate the holders of the 2005 notes rights to security currently in place with respect to the 2005 notes. As a consequence, the 2005 notes will no longer be secured by any collateral if the proposed amendments are adopted, and will therefore rank junior in right of payment to senior secured debt of Foster Wheeler LLC, including debt under the senior secured credit agreement, any new senior credit facility, the new notes and the upsize notes with respect to the collateral securing such debt.

        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. and Foster Wheeler LLC have agreed to pay the dealer manager customary fees for its services in connection with the exchange offer and consent solicitation. Foster Wheeler Ltd. and Foster Wheeler LLC have 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

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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 have and 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.

        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.

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        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 $14,120,000, of which $3,150,000 was paid in 2003.

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 and preferred shares issued in exchange for trust securities, convertible notes, Robbins bonds or 2005 notes 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 and preferred 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 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.

Fairness Opinion

        We have not obtained, and do not intend to obtain, a fairness opinion from an independent investment banking firm regarding the terms of the exchange offer.

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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.

        The proposed amendments relating to the indenture governing the junior subordinated debentures underlying the trust securities, if adopted, will be set forth in a supplemental indenture to be executed by Foster Wheeler LLC and the trustee 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 is executed. The indenture governing the junior subordinated debentures underlying the trust securities 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 will not be executed and will not become effective. A copy of the proposed form of supplemental indenture has been filed as an exhibit to the registration statement for the exchange offer, 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 the trustee, as holder of the junior subordinated debentures, and the consent of a majority in aggregate liquidation amount of the trust securities. Under the declaration of trust, the holders of at least a majority 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. Thus, when holders of trust securities return the letter of transmittal that accompanies this prospectus, they will be directing the trustee to consent to the proposed amendments, as well as providing their own consent to the proposed amendments. If Foster Wheeler LLC obtains the consent from at least a majority 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.
Section 10.01 of the Indenture (to be deleted)	Limitation on Consolidations; Mergers, Sales, Conveyances and Leases:    This provision restricts the ability of Foster Wheeler LLC to merge with, or sell, convey or lease its assets to, other entities.

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        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 becomes effective, the proposed amendments relating to the trust securities will be binding on all non-tendering holders of trust securities.

        The indenture will remain in effect in the form in which it currently exists until the proposed amendments relating to the trust securities become effective as described above, whereupon the indenture 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 to the indenture governing the convertible notes 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 exchange offer, 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, when holders of the convertible notes return the letter of transmittal that accompanies this prospectus, they will be providing their 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 and the exchange offer is consummated, it will implement the proposed amendments relating to the convertible notes.

        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

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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 it currently exists 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 exchange offer, 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, when holders of the 2005 notes return the letter of transmittal that accompanies this prospectus they will be providing their 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 and the exchange offer is consummated, it will implement the proposed amendments relating to the 2005 notes.

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

Location	Indenture Provisions
Article Eight of the Indenture (to be deleted)	Consolidation, Merger, Conveyance, Transfer of Lease.    This provision restricts the ability of Foster Wheeler LLC to merge with, or convey, transfer or lease its properties and assets to other entities.
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 proposed elimination of the limitation on liens covenant would eliminate the holders of the 2005 notes rights to the security currently in place with respect to the 2005 notes. As a consequence, the 2005 notes will no longer be secured by any collateral if the proposed amendments are adopted, and will therefore rank junior in right of payment to senior secured debt of Foster Wheeler LLC, including debt under the senior secured credit agreement, any new senior credit facility, the new notes and the upsize notes with respect to the collateral securing such debt.

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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 to enter into sale and leaseback transactions.
Section 1008 of the Indenture (to be deleted)	Limitation on Debt Incurred by Restricted Subsidiaries.    This provision limits Foster Wheeler LLC's restricted subsidiaries' ability to incur debt in excess of 10% of Foster Wheeler LLC's consolidated net tangible assets, as defined in the indenture.

        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 it currently exists 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 statutory 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 directly or indirectly by Foster Wheeler LLC, the total liquidation amount of which is equal to approximately 3% of the total capital of the trust. 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 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.

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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	23.00	13.19
	Second Quarter	23.55	15.50
	Third Quarter	20.15	16.80
	Fourth Quarter	19.55	12.70
2002
	First Quarter	17.00	4.50
	Second Quarter	10.22	2.80
	Third Quarter	5.25	2.00
	Fourth Quarter	2.38	1.30
2003
	First Quarter	3.10	1.20
	Second Quarter	7.09	2.32
	Third Quarter	5.50	1.80
	Fourth Quarter	3.75	1.10
2004
	First Quarter	6.75	2.95
	Second Quarter (through May 24, 2004)	8.10	4.91

        On May 24, 2004, the closing price of the trust securities on the OTC Bulletin Board was $7.75. As of March 26, 2004, there were seven 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 Preferred Shares, 2005 Notes, Convertible Notes and Robbins Bonds.

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

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Market Prices for the Common Shares

        The common shares into which the preferred shares are convertible 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".

        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	18.74	5.31
	Second Quarter	17.75	7.20
	Third Quarter	9.50	4.30
	Fourth Quarter	5.83	3.93
2002
	First Quarter	5.39	1.60
	Second Quarter	3.75	1.30
	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	1.38	0.75
2004
	First Quarter	1.92	0.98
	Second Quarter (through May 24, 2004)	1.83	1.12

        On May 24, 2004, the closing price of the common shares on the OTC Bulletin Board was $1.20. As of March 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 or preferred 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 agreement and the indentures governing the new notes and the upsize notes, 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 a certificate of designation in respect of the preferred shares 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, and the certificate of designation in respect of the preferred shares, 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 and 1,074,812 of which will be designated as Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share) which will be offered in the exchange offer. Upon completion of this exchange offer, assuming securities satisfying the minimum tender conditions are tendered and not withdrawn, there will be 137,443,381 common shares issued and outstanding, excluding 8,959,501 common shares issuable upon exercise of options granted and available for grant as of March 26, 2004, and excluding the common shares issuable upon conversion of the convertible notes, and approximately 935,831 Series B Convertible 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 and preferred shares to be issued in the exchange offer will be 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

        Generally.    Foster Wheeler Ltd.'s common shares, into which the Series B Convertible Preferred Shares are convertible, 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.

        Liquidation Rights.    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 (with the holders of other shares of Foster Wheeler Ltd., entitling the holders to liquidation rights pro rata with the common shares, including holders of preferred shares) 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.

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        Voting 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. The common shares and, prior to their becoming convertible, the preferred shares offered in the exchange offer will vote together as a single class except in the case of circumstances which constitute a variation of the rights of the common shares or the preferred shares, as described below or as required by applicable law, when holders of common shares and preferred shares will each vote as a separate class.

        The bye-laws of Foster Wheeler Ltd. provide that any variation of the rights attached to the common shares, whether by the amendment, alteration or repeal of the terms of the memorandum of association and bye-laws of Foster Wheeler Ltd. relating to the common shares or resulting from any merger, amalgamation or similar business combination, or otherwise would require the approval of holders of at least three-fourths of the issued and outstanding common shares, voting as a separate class. This approval can be evidenced either by a unanimous consent in writing or by a resolution passed by the requisite majority at a meeting of the holders of the common shares at which a quorum consisting of at least two persons holding or representing one-third of the issued and outstanding common shares is present.

        Dividend Rights.    Foster Wheeler Ltd.'s board of directors may declare and pay dividends on the common shares or the preferred shares or make distributions out of contributed surplus from time to time unless there are reasonable grounds for believing 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. There are no restrictions on Foster Wheeler Ltd.'s ability to transfer funds, other than funds denominated by Bermuda dollars, in and out of Bermuda or to pay dividends to U.S. residents who are holders of our common shares or preferred 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.

Preferred Shares

Generally

        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 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.

Terms of the Series B Convertible Preferred Shares Offered in the Exchange Offer

        The 1,074,811.74 preferred shares offered in the exchange offer will be designated the "Series B Convertible Preferred Shares" pursuant to a certificate of designation to be adopted by resolution of the board of directors of Foster Wheeler Ltd. In this section, and in this prospectus generally, we refer to the Series B Convertible Preferred Shares as the preferred shares. The material terms of the preferred shares are described below. The description contained in this section is qualified in its entirety by the certificate of designation relating to the preferred shares which has been filed as an

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exhibit to the registration statement of which this prospectus is a part. Holders of preferred shares have no pre-emptive, redemption, or sinking fund rights.

        Conversion Rights.    The certificate of designation provides that each preferred share will become convertible at the holder's option into 80.0 common shares, par value $1.00 per share, if, as, and when the number of authorized common shares of Foster Wheeler Ltd. is increased from 160 million to at least 223.3 million subject in each case to adjustment for certain dilutive events. Foster Wheeler Ltd. intends to hold a general meeting of voting shareholders to effect this increase of its authorized capital promptly after the completion of the exchange offer. If the number of authorized common shares is so increased, the preferred shares will become convertible at the holder's option on the date of the shareholder meeting described above. If the number of authorized common shares is not so increased, the preferred shares will not be convertible into common shares but will remain preferred shares. For a discussion of the risks relating to the conversion of the preferred shares, see "Risk Factors—Risk Factors Relating to the Preferred Shares—The preferred shares issued in the exchange offer may not become convertible into common shares of Foster Wheeler Ltd."

        In order to effect a conversion of preferred shares, a holder must deliver a notice of conversion to Foster Wheeler Ltd. Upon receipt by Foster Wheeler Ltd. of the notice of conversion, the holder's preferred shares will immediately cease to have the rights and restrictions of a preferred share, and the holder will simultaneously receive common shares in accordance with the terms outlined above. We will deliver a copy of the form of notice of conversion to each holder of preferred shares prior to the convening of the shareholders' meeting to increase our authorized capital (described below), or at any time at the request of a holder of preferred shares.

        Voting Rights.    Prior to becoming convertible, if ever, each preferred share will have the number of votes that the common shares issuable upon conversion of a preferred share would have. We refer to this as voting on an "as converted" basis. Immediately following the completion of the exchange offer, each preferred share will have 80 votes. Until the preferred shares become convertible, the common shares and preferred shares will vote together as a single class, except in the limited circumstances provided by the certificate of designation and described in this section or as required under applicable law. If and when the preferred shares become convertible at each holders' option, they will cease to vote except in limited circumstances as required under Bermuda law and Foster Wheeler Ltd.'s bye-laws.

        The terms of the preferred shares provide that any amendment, alteration or repeal of the terms of the memorandum of association and bye-laws or in the certificate of designation relating to the preferred shares which would affect the powers, preferences or rights of the preferred shares, including but not limited to variations resulting from or in connection with any merger, amalgamation or asset sale, will require the approval of holders of at least three-fourths of the issued and outstanding preferred shares, voting as a separate class. This approval can be evidenced either by a unanimous consent in writing or by a resolution passed by the requisite majority at a meeting of the holders of the preferred shares at which a quorum consisting of at least two persons holding or representing one-third of the issued and outstanding preferred shares is present.

        Foster Wheeler Ltd. will cause a notice of any meeting at which holders of the preferred shares are entitled to vote to be given to each holder of record of the preferred shares in accordance with its bye-laws.

        Dividend Rights.    The preferred shares will have the right to receive dividends, when, as and if declared by the board of directors of Foster Wheeler Ltd. including the dividends described below, each subject to local law, and paid on the common shares on a pro rata basis, as though the preferred shares had been converted immediately prior to the declaration of such dividend, whether or not the

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share capital has been increased and the shares have in fact become convertible. Foster Wheeler Ltd.'s board of directors may declare and pay dividends on the common shares and preferred shares or make distributions to shareholders 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. There are no restrictions on Foster Wheeler Ltd.'s ability to transfer funds, other than funds denominated by Bermuda dollars, in and out of Bermuda or to pay dividends to U.S. residents who are holders of our common shares or preferred 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.

        Under the lockup agreement, we have agreed, and the certificate of designation so provides:

        (1)   that, within five business days following the issue date of the preferred shares (i) we shall have increased the number of directors of Foster Wheeler Ltd. from seven to eight and, until the actions described in clause (iii) of this paragraph (1) have been taken, we shall not increase the number of directors to more than eight,; (ii) three of the six incumbent independent directors of Foster Wheeler Ltd. shall have resigned; and (iii) the continuing members of the board of directors of Foster Wheeler Ltd. shall have nominated and appointed four directors proposed by the holders who are party to the lockup agreement that qualify as independent directors and are reasonably acceptable to the continuing members of the board of directors. Subject to local law (and without limiting and in addition to the holders' right to specific performance under the lockup agreement), if we have failed to take any of the actions described in, or takes any action prohibited under, the first sentence of this paragraph, then on the sixth business day following the issue date that occurs before the preferred shares become optionally convertible, we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregate amount of $2,500,000, in preference to and to the exclusion of the holders of the common shares. Thereafter on each quarterly anniversary of the sixth business day following the issue date, if we have not taken any of the actions described in, or takes any action prohibited under, clauses (i), (ii) and (iii) of the first sentence of this paragraph, then we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregate amount of $2,500,000, in preference to and to the exclusion of the holders of the common shares. Notwithstanding the foregoing, we shall not be required to declare or pay any dividend under this paragraph unless the holders who were party to the lockup agreement have delivered to us the names and resumes of no less than seven potential nominees that are in each case independent of management and are reasonably expected to be reasonably acceptable to the continuing members of the board on or before the date that is two weeks prior to the date such dividends would have otherwise been required to be declared and paid.

        (2)   as soon as practicable following the issue date of the preferred shares, and in any event no later than thirty calendar days thereafter, to file a preliminary proxy statement with the Commission regarding meetings of the shareholders of Foster Wheeler Ltd. in order to recommend adoption and approval of the following actions: (A) an increase in its authorized capital sufficient to allow conversion of the preferred shares in accordance with their terms and (B) authorization of a reverse split (i.e., consolidation) of its issued and outstanding common shares on a one-to-four basis. The reverse stock split must be approved by a majority of votes cast by the shareholders as a whole and by holders of three-fourths of the issued and outstanding common shares voting as a separate class. Subject to local law (and without limiting and in addition to the holders' right to specific performance under the lockup agreement), if we have failed to file such proxy statement, then on the 31^st day following the issue date, we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the common shares. Thereafter on each quarterly anniversary of the 31^st day following the issue date, if we have not filed such proxy statement, then we shall declare and pay a dividend on the issued and outstanding preferred

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shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the common shares.

        (3)   that we will mail the proxy statement described above within five business days following the date that the Commission clears such proxy to be mailed. Subject to local law (and without limiting and in addition to the holders' right to specific performance under the lockup agreement), if we have failed to take the action described in the first sentence of this paragraph, then on the sixth day following such clearance date, we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the common shares. Thereafter on each quarterly anniversary of the sixth day following such clearance date, if we have not mailed such proxy, then we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the common shares.

        (4)   that we will convene meetings of the shareholders of Foster Wheeler Ltd. to approve the actions described in clauses (A) and (B) of paragraph (2) above on or prior to October 24, 2004. Subject to local law (and without limiting and in addition to the holders' right to specific performance under the lockup agreement), if we have failed to take the action described in the first sentence of this paragraph, then on October 25, 2004, we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregate amount of $2,500,000, in preference to and to the exclusion of the holders of the common shares. Thereafter on each quarterly anniversary of October 25, if we have not taken the action described in the first sentence of this paragraph, then we shall declare and pay a dividend on the issued and outstanding preferred shares in the amount of $2,500,000, in preference to and to the exclusion of the holders of the common shares.

        (5)   that we will use our commercially reasonable best efforts to (i) list the common shares on the New York Stock Exchange or the NASDAQ Stock Market as promptly as practicable; provided that we shall not be obliged to apply for such listing until such time as we reasonably believe we meet the applicable listing criteria, and (ii) to cooperate to the extent allowed by applicable laws or rules in facilitating the quotation of the preferred shares on the OTC Bulletin Board or, at such time as we meet the applicable listing criteria, to list the preferred shares on the New York Stock Exchange or the NASDAQ Stock Market, in each case as promptly as practicable if the preferred shares have not become convertible as described above on or prior to October 24, 2004, provided that, after the preferred shares have become convertible, we have agreed not to apply to list, and if listed, to use our reasonable best efforts (which in any event shall include any action within our control) to promptly delist, the preferred shares. Subject to local law (and without limiting and in addition to the holders' right to specific performance under the lockup agreement), if we have failed to use our commercially reasonable best efforts to take such actions as may be required under clause (i) of the first sentence of this paragraph, to cooperate under clause (ii) of the first sentence of this paragraph as it relates to listing but not delisting of the preferred shares then on the 30th business day following the receipt of notice of such failure from the holders of 25% of the preferred shares outstanding, if such failure shall not have been cured prior to such date, we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the common shares. Thereafter on each quarterly anniversary of the first such payment date, if we have not used our commercially reasonable best efforts to take such actions as may be required under clause (i) of the first sentence of this paragraph, then we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the common shares.

        (6)   that we will take all steps necessary to adopt the appropriate amendments to the organizational documents of Foster Wheeler Ltd. to effect the actions described in the first sentence of paragraph (2) above, including (A) adopting board resolutions recommending such actions,

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(B) distributing timely notice of such meetings to its shareholders, (C) complying with applicable proxy solicitation requirements as soon as practicable, (D) if a quorum is not present on a scheduled date of any such meeting, postponing and reconvening such meeting at least twice and (E) will respect to the action described in clause (B) of paragraph (2) above, duly conveying and holding a separate general meeting of the holders of the common shares. Subject to local law (and without limiting and in addition to the holders' right to specific performance under the lockup agreement), if we fail to take such actions as may be required under the first sentence of this paragraph, then on the 30^th business day following receipt of notice of such failure from the holders of 25% of the preferred shares outstanding, if such failure shall not have been cured prior to such date, we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the common shares. Thereafter, on each quarterly anniversary of the first such payment date, if we have failed to take such action as may be required under the first sentence of this paragraph, then we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the common shares.

        (7)   that (i) we will adopt the board resolution necessary to issue the common shares issuable upon conversion of the preferred shares on the date that the certificate of designation is approved in final form, with effect on the date on which the preferred shares are issued and (ii) following its adoption, we are required (x) to refrain from taking any action to impair, rescind or alter such resolution following its adoption in accordance with the lockup agreement, to at all times after our authorized capital has been increased as described in paragraph (2) above, reserve that number of common shares sufficient to allow, and maintain sufficient share premium to effect, the conversion of the preferred shares and issuance of related common shares. If we have failed to take the action described in clause (i), or if we have failed to take or to refrain from taking, as the case may be, the actions described in clause (ii) of the first sentence of this paragraph, then on the sixth day following its failure, we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregate amount of $2,500,000, in preference to and to the exclusion of the holders of the common shares. Thereafter on each quarterly anniversary of the first such payment date, if we have not taken the action described in clause (i) (or refrain from taking the action described in clause (ii)) of the first sentence of this paragraph, then we shall declare and pay a dividend on the issued and outstanding preferred shares in the aggregated amount of $2,500,000, in preference to and to the exclusion of the holders of the common shares.

        (8)   all dividends payable on the preferred shares shall be cumulative. Without limiting any other rights of the holders under the certificate of designation or under the lockup agreement (including, without limitation, the rights to receive dividends payable under the certificate of designation and the right under the lockup agreement to be paid an amount equal to any dividends not paid as required under the certificate of designation), upon the default of the equivalent of six quarterly dividends on the preferred shares, the holders may, voting as a class, elect at least two members of our board of directors at each annual general meeting of Foster Wheeler Ltd., such right to continue until all dividends payable hereunder have been paid in full.

        Capital Distribution.    The preferred shares will have the right to receive a pro rata share of any return or distribution by Foster Wheeler Ltd. of its share capital to holders of common shares, whether by way of a repurchase of common shares, a reduction of issued share capital, a bonus issue of shares (except any bonus issue made in accordance with and to effect the conversion rights described above) or otherwise as though the preferred shares had been converted into common shares prior to the return or distribution, whether or not the share capital has been increased and the shares have in fact become convertible.

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        Liquidation Rights.    The preferred shares offered in the exchange offer have a liquidation preference of $0.01.

        There are currently no issued and outstanding shares of Foster Wheeler Ltd. that rank senior in right of payment to the preferred shares upon liquidation, dissolution or winding up. The preferred shares will rank equally with the issued and outstanding common shares of Foster Wheeler Ltd. upon liquidation, dissolution or winding up as though the preferred shares had been converted immediately prior to such liquidation, dissolution or winding up, whether or not the share capital has been increased and the shares have in fact become convertible, and, as such, will share equally and ratably in the assets, if any, remaining after the payment of all of Foster Wheeler Ltd.'s debts and liabilities. For a discussion of risks relating to future issuances of additional preferred shares, see "Risk Factors—Risk Factors Relating to the Preferred Shares—A future issuance of additional preferred shares of Foster Wheeler Ltd. may adversely affect the rights of Foster Wheeler Ltd.'s equity holders."

        Liability for Further Calls or Assessments.    The preferred shares will be duly and validly issued, and when received in exchange for tendered trust securities, convertible notes, Robbins bonds or 2005 notes will be fully paid and will not be subject to further calls or assessments.

        Listing.    The preferred shares are not listed on an exchange or quoted on any national securities association.

        Fractional Shares.    The preferred shares may be issued as fractional shares and Bermuda law and our bye-laws allow the transfer and sale of fractional shares.

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. Any action which may be construed to constitute a variation of the rights of a class of shares including but not limited to variations resulting from or in connection with mergers, amalgamations, and asset sales, may give the holders of the affected class of shares the right to vote in respect of the variation as a separate class. 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. Under Bermuda law, the holders of a class of shares may also be entitled to vote separately as a class in certain other circumstances including, but not limited to, a scheme of arrangement under the Companies Act as described below. See "Compulsory Acquisition of Shares Held by Minority Holders" The preferred shares will vote on a proposal to increase the authorized share capital of Foster Wheeler Ltd. (as described in the section entitled "Terms of the Preferred Shares") on an as converted basis together with the common shares as a single class. The increase of authorized share capital shall be effected upon the affirmative vote of a majority of such votes cast.

Repurchase

        Under Foster Wheeler Ltd.'s bye-laws and subject to the solvency and minimum capital requirements of the Companies Act, Foster Wheeler Ltd. may purchase any issued common shares or preferred shares in the circumstances and on the terms as are agreed by Foster Wheeler Ltd. and the holders of common shares or preferred shares, as applicable, from time to time. No repurchase may be effected if there are reasonable grounds for believing that Foster Wheeler Ltd. is, or after effecting the

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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 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 resolved that, as of January 27, 2004, the board of directors would be comprised of seven directors and as of March 1, 2004, there were 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.

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        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. 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 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.

        Any amendment, alteration or repeal of the terms of the memorandum of association and bye-laws which would affect the powers, preferences or special rights of the preferred shares or vary the rights of the common shares will require the approval of holders of at least three-fourths of the outstanding affected class of shares, voting as a separate class. This approval can be evidenced either by a unanimous consent in writing or by a resolution passed at a meeting of the holders of the affected class of shares at which a quorum consisting of at least two persons holding or representing one-third of the issued and outstanding affected class of shares is present.

        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 affect 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. See "—Rights Plan" below.

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.

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Appraisal Rights and Shareholder Suits

        A shareholder who is not satisfied that fair value has been offered for such shareholder's shares on an 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 any class thereof; or (2) in full or 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.

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 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. Such a scheme could be effected upon the agreement of Foster Wheeler Ltd. and of holders of common shares or preferred shares, representing in the aggregate a majority in number and at least 75% in value of the common or preferred 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

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Registrar of Companies in Bermuda, all holders of common shares or preferred shares could be compelled to sell their shares under the terms of the scheme.

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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.



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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.

        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

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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 voting 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.

        "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.

Rights Plan

        Pursuant to Foster Wheeler Ltd.'s rights plan dated May 21, 2001, each holder of one common share of Foster Wheeler Ltd. has the right under certain circumstances, or a purchase right, to purchase from Foster Wheeler Ltd. a one one-hundredth interest in a Series A Junior Participating Preferred Share of Foster Wheeler Ltd., par value $1.00 per share, or the Series A preferred shares. These Series A preferred shares are super-voting and act to dilute the ownership of the holders of common shares that do not receive such Series A preferred shares. The purchase rights become exercisable when any person, together with its affiliates, acquires 20% or more of Foster Wheeler Ltd.'s common shares.

        The board of directors of Foster Wheeler Ltd. is permitted to amend the rights plan prior to the exchange offer in order to (1) cure any ambiguity, (2) correct or supplement any provision which may

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be defective or inconsistent with any other provision in the rights plan, or (3) make any other provisions in regard to matters or questions arising under the rights plan which Foster Wheeler Ltd. and the rights agent may deem necessary or desirable and which shall be consistent with, and for the purpose of fulfilling, the objectives of the board of directors of Foster Wheeler Ltd. in adopting the rights plan. Foster Wheeler Ltd. intends to amend the rights plan so that the rights terminate before the consummation of the exchange offer.

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 shares.

        The Bermuda Monetary Authority has given its consent for the issue and free transferability of all the 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 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, Robbins bonds and 2005 notes who have tendered their securities in the exchange offer will become holders of common shares and preferred 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 and the rights of holders of preferred shares will be governed by the Companies Act, the certificate of designation for the preferred shares and Foster Wheeler Ltd's memorandum of association and bye-laws. The term "member" when used under the Companies Act, the certificate of designation and the memorandum of association and bye-laws of Foster Wheeler Ltd. is used interchangeably with the term "shareholder" in this prospectus.

        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 the rights of holders of common shares and preferred shares of Foster Wheeler Ltd. 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 and Preferred 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. 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.

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. Prior to becoming convertible, each holder of preferred shares will have the number of votes the common shares issuable upon conversion of such preferred shares would have. If and when the preferred shares become convertible at each holder's option, they will cease to vote except in limited circumstances as described in the next paragraph or as otherwise required under applicable law. Any amendment, alteration or repeal of the terms of the memorandum of association and bye-laws or the certificate of designation which would affect the powers, preferences, or special rights of the preferred shares and any variation of the rights of the common shares or the preferred shares as a class will require the approval of holders of at least three-fourths of the outstanding affected class of shares. This approval can be evidenced either by a unanimous consent in writing or by a resolution passed at a meeting of the holders of the relevant class of shares at which a quorum consisting of at least two persons holding or representing one-third of the issued and outstanding shares of the relevant class is present.

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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. 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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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 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. The Companies Act also provides that where an offer is made for shares in a company by another company and, within four months of the offer, the holders of not less than 90% in value of the shares which are the subject of the offer accept, the offeror may by notice, given within two months after the expiration of the said four months, require the dissenting shareholders to transfer their shares on the terms of the offer. Dissenting shareholders may apply to a court within one month of such notice objecting to the transfer and the court may in its discretion grant such order as it thinks fit.

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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 to shareholders 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. In certain circumstances, the preferred shares may be entitled to distributions as described under "Description of Share Capital—Preferred Shares—Terms of the Series B Convertible Preferred Shares Offered in the Exchange Offer—Dividend Rights."
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 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 (1) capital paid-up on the shares in question; (2) proceeds of a new issue of shares made for the purposes of the repurchase; or (3) 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 (1) where the act complained of is alleged to be beyond the corporate power of the company or is illegal; (2) 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; (3) where an act requires approval by a greater percentage of the company's shareholders than actually approved it; or (4) 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 and preferred 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 (1) where the act complained of is alleged to be beyond the corporate power of the company or illegal; (2) 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; (3) where an act requires approval by a greater percentage of the company's shareholders than actually approved it; or (4) 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 (1) 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 (2) 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 and Preferred 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. 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.	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
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.	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

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Provision Applicable to Holders of Convertible Notes	Provision Applicable to Holders of Common Shares and Preferred Shares
	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 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. Prior to becoming convertible, each holder of preferred shares will have the number of votes the common shares issuable upon conversion of such common shares would have. If and when the preferred shares become convertible at each holder's option, they will cease to vote except in limited circumstances as described in the next paragraph or as otherwise required under applicable law.

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Provision Applicable to Holders of Convertible Notes		Provision Applicable to Holders of Common Shares and Preferred Shares
•	with the written consent of the holders of at least a majority in aggregate principal amount of the notes at the time outstanding, or	Any amendment, alteration or repeal of the terms of the memorandum of association and bye-laws or the certificate of designation which would affect the powers, preferences, or special rights of the preferred shares and any variation of the rights of the common shares or the preferred shares as a class will require the approval of holders of at least three-fourths of the outstanding affected class of shares. This approval can be evidenced either
•	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.	by a consent in writing or by a resolution passed at a meeting of the holders of the relevant class of shares at which a quorum consisting of at least two persons holding or representing one-third of the issued and outstanding shares of the relevant class is present.
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,
•	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

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Provision Applicable to Holders of Convertible Notes		Provision Applicable to Holders of Common Shares and Preferred Shares
	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.
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:		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.
•	with the written consent of the holders of at least a majority in aggregate principal amount of the notes at the time outstanding, or	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
•	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.	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

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Provision Applicable to Holders of Convertible Notes		Provision Applicable to Holders of Common Shares and Preferred Shares
Changes Requiring Approval of Each Affected Holder		provided for by the terms of issue of the relevant class, may be varied either: (1) with the consent in
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:		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
•	change the maturity of the principal of or any installment of interest on any convertible note (including any payment of liquidated damages),	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
•	reduce the principal amount of, or any premium or interest on (including any payment of liquidated damages), any convertible note,	attached to existing shares.
•	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,
•	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

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Provision Applicable to Holders of Convertible Notes		Provision Applicable to Holders of Common Shares and Preferred Shares
•	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.
		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.
		The Companies Act also provides that where an offer is made for shares in a company by another company and, within four months of the offer, the

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Provision Applicable to Holders of Convertible Notes	Provision Applicable to Holders of Common Shares and Preferred Shares
	holders of not less than 90% in value of the shares which are the subject of the offer accept, the offeror may by notice, given within two months after the expiration of the said four months, require the dissenting shareholders to transfer their shares on the terms of the offer. Dissenting shareholders may apply to a court within one month of such notice objecting to the transfer and the court, in its discretion, may grant such order.
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. In certain circumstances, the preferred shares may be entitled to distributions as described under "Description of Share Capital—Preferred Shares—Terms of the Series B Convertible Preferred Shares Offered in the Exchange Offer—Dividend Rights."
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, subject to certain limitations.	Under the Companies Act, a company may repurchase its own shares. However, the funds for such a repurchase must be either (1) capital paid-up on the shares in question; (2) proceeds of a new issue of shares made for the purposes of the repurchase; or (3) 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

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Provision Applicable to Holders of Convertible Notes	Provision Applicable to Holders of Common Shares and Preferred Shares
	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 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 an 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 (1) where the act complained of is alleged to be beyond the corporate power of the company or is illegal; (2) 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; (3) where an act requires approval by a greater percentage of the company's shareholders than actually approved it; or (4) 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 common shares and preferred shares are not guaranteed by any entity.

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Provision Applicable to Holders of Convertible Notes	Provision Applicable to Holders of Common Shares and Preferred Shares
the convertible notes, including the obligation to deliver common shares of Foster Wheeler Ltd. upon conversion by a holder.
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 and Preferred 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.

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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 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.
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. Prior to becoming convertible, each holder of preferred shares will have the number of votes the common shares issuable upon conversion of such preferred shares would have. If and when the preferred shares become convertible at each holder's option, they will cease to vote except in limited circumstances as described in the next paragraph or as otherwise required under applicable law.

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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, (2) reduce the percentage of holders whose consent is required for the execution of any amendment or supplement to the Robbins indenture, or (3) effect a privilege or priority of any bond or bonds over any other bond.		Any amendment, alteration or repeal of the terms of the memorandum of association and bye-laws or the certificate of designation which would affect the powers, preferences, or special rights of the preferred shares, and any variation of the rights of the common shares or the preferred shares generally as a class, will require the approval of holders of at least three-fourths of the outstanding affected class of shares. This approval can be evidenced either by a unanimous consent in writing or by a resolution passed at a meeting of the holders of the relevant class of shares at which a quorum consisting of at least two persons holding or representing one-third of the issued and outstanding shares of the relevant class is present.
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;
•	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.

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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 (2) reduce the percentage of holders whose consent is required for the execution of any amendment or supplement to the Robbins indenture, or (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:			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 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
	•	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;	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
	•	clarification of ambiguity in the documents;	issue of the relevant class, may be varied either: (1) with the consent in writing of the holders of
	•	any other modification that will not adversely affect the interests of any holders of Robbins bonds;	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
	•	the issuance of additional bonds;	of shareholders at which a quorum consisting of
	•	the appointment of a successor trustee;	at least two persons holding or representing one-third of the issued shares of the relevant class is
	•	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	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.
	•	to maintain the exclusion from gross income under the provisions of the tax code of the interest on the Robbins bonds.

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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.
	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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	The Companies Act also provides that where an offer is made for shares in a company by another company and, within four months of the offer, the holders of not less than 90% in value of the shares which are the subject of the offer accept, the offeror may be notice, given within two months after the expiration of the said four months, require the dissenting shareholders to transfer their shares on the terms of the offer. Dissenting shareholders may apply to a court within one month of such notice objecting to the transfer and the court may grant such order as it thinks fit.
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.
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 to shareholders 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. In certain circumstances, the preferred shares may be entitled to distributions as described under "Description of Share Capital—Preferred Shares—Terms of the Series B Convertible Preferred Shares Offered in the Exchange Offer—Dividend Rights."

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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) $12,130,000 on October 15, 2009 and (2) $77,155,000 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 (1) capital paid-up on the shares in question; (2) proceeds of a new issue of shares made for the purposes of the repurchase; or (3) 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.
Damage, Condemnation or Loss of Title
The Robbins bonds are subject to partial redemption by application of moneys transferred from insurance and condemnation proceeds accounts upon the damage, condemnation, or loss of title of the recovery facility.

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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 as defined in the Robbins indenture.
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 as defined in the Robbins indenture.
"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 August 3, 2010, 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 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 (1) where the act complained of is alleged to be beyond the corporate power of the company or is illegal; (2) 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; (3) where an act
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.	requires approval by a greater percentage of the company's shareholders than actually approved it; or (4) 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 are the material U.S. federal income tax considerations of the exchange offer 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 preferred shares or common shares (which we refer to collectively as shares) who hold such shares as capital assets and who acquire such 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;



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insurance companies;



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real estate investment trusts;



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regulated investment companies;



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grantor trusts;



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tax-exempt organizations;



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dealers or traders in securities or currencies;



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holders that hold securities or 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;



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



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a Non-U.S. Holder (as defined below) that is a U.S. expatriate, "controlled foreign corporation," "passive foreign investment company," or "foreign personal holding company."

        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 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 by the Internal Revenue Service or a court, which could affect the tax consequences described herein.

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

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



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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



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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 securities or shares 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 securities or 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 Shares

Exchanging Holders

        Subject to the discussion below under "Alternative Characterizations", the exchange of trust securities for 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 (1) the fair market value of any shares received in the exchange offer and (2) your adjusted tax basis in the trust securities exchanged. Because you will not receive any consideration 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 ratably 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 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 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.

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        In general, a modification of a debt instrument is a significant modification if, based on all facts and circumstances (and considering collectively all changes to the debt instrument other than certain specified changes that are subject to special rules), the legal rights or obligations that are altered and the degree to which they are altered are "economically significant." In addition, the applicable Treasury regulations provide an exception under which a modification that adds, deletes or alters customary accounting or financial covenants is not a significant modification. However, there is no authority addressing the types of covenants that are considered customary accounting or financial covenants for this purpose and thus the application of this exception to the proposed amendments is uncertain. Based upon its interpretation of the applicable rules relating to the modification of debt instruments, Foster Wheeler Ltd. intends to take the position that the proposed amendments do not constitute a significant modification of the trust securities and therefore will not result in a deemed exchange of trust securities for new trust securities.

        If the proposed amendments do constitute a significant modification, you would be deemed to exchange your trust securities for new trust securities for U.S. federal income tax purposes. Depending upon facts and circumstances existing at the time of (or, in some cases, arising after) such deemed exchange, the exchange may be a taxable event with respect to which you would be required to recognize gain or loss for U.S. federal income tax purposes. In addition, such deemed exchange, whether or not taxable, may result in the creation of additional original issue discount on the new trust securities (based on the excess of the face amount of the new trust securities over their fair market value), which would be includible in your income over the term of the new trust securities in addition to the original issue discount relating to the deferral of payments on the junior subordinated debentures and the trust securities (subject to offset in the case of a holder that is treated as having acquired the new trust securities at an "acquisition premium" in a nontaxable deemed exchange). Thus, if the proposed amendments constitute a significant modification of the trust securities, you may recognize taxable gain and/or interest income without a corresponding receipt of cash. In general, the computation of gain or loss and whether (and to what extent) original issue discount is created would depend on the amount and type of trading activity with respect to the trust securities around the time of the deemed exchange.

        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 Shares

Exchanging Holders

        Classification of Notes as Securities.    The U.S. federal income tax consequences to holders who exchange their convertible notes for 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 or administrative rulings. The determination of whether a debt instrument constitutes a security for U.S. federal income tax purposes depends upon an overall evaluation of the nature of the debt, the degree of participation and continuing interest in the affairs of the business and certain other considerations. In making this evaluation, courts have typically focused on the original term of the instrument, or the length of time between the issuance of the debt instrument and its maturity. In general, (1) debt instruments with an original term of 5 years or less are not likely to be considered securities, (2) debt instruments with an original term of 10 years or more are likely to be considered securities and (3) the classification as securities of debt instruments (such as the convertible notes) with an original term of more than 5 but less than 10 years is uncertain. Debt instruments (such as the convertible notes) that are convertible into stock of their issuer may be more likely to be treated as securities than non-convertible debt

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instruments with otherwise similar terms because of the holders' potential equity participation in the issuer.

        Based upon an evaluation of the factors relevant to the classification of the convertible notes as securities, 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 the classification as securities of debt instruments, such as the convertible notes, that have an original term of more than 5 but less than 10 years, the treatment of the notes as securities is uncertain. Because of this uncertainty, counsel will not render an opinion on this issue.

        Notes Treated as Securities.    If the convertible notes constitute securities for U.S. federal income tax purposes, the exchange of convertible notes for 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 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, additional requirements may apply in order to avoid gain recognition. Such holders should consult their own tax advisors regarding the consequences of the exchange to them in their particular circumstances.

        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 disposition of the 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 in the note, subject to a de minimis rule. Market discount, if any, accrues ratably 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 shares received in the exchange generally would be the same as the aggregate tax basis of the convertible notes exchanged (less any basis attributable to accrued but unpaid interest) and would be allocated to the common shares and preferred shares received in proportion to the fair market values of such common shares and preferred shares, and (2) your holding period in the 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 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 shares received in the exchange offer and your adjusted tax basis in the convertible notes exchanged (less any basis attributable to accrued but unpaid interest). 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.

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        Your initial tax basis in 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.

        Cash Received for Accrued but Unpaid Interest.    If you are a U.S. Holder, cash received by you in respect of accrued but unpaid interest on your convertible notes will be treated as a payment of interest.

Liquidated Damages

        Certain exchanging holders of convertible notes are entitled to receive payments of liquidated damages from us under the circumstances described above in "The Exchange Offer and Consent Solicitation—Terms of the Exchange Offer—Registration Rights." We intend to treat such liquidated damages, if any, as taxable income of such holders.

Non-Exchanging Holders

        If you are a U.S. Holder of convertible notes and you do not exchange your convertible notes for 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.

        In general, a modification of a debt instrument is a significant modification if, based on all facts and circumstances (and considering collectively all changes to the debt instrument other than certain specified changes that are subject to special rules), the legal rights or obligations that are altered and the degree to which they are altered are "economically significant." In addition, the applicable Treasury regulations provide an exception under which a modification that adds, deletes or alters customary accounting or financial covenants is not a significant modification. However, there is no authority addressing the types of covenants that are considered customary accounting or financial covenants for this purpose and thus the application of this exception to the proposed amendments is uncertain. Based upon its interpretation of the applicable rules relating to the modification of debt instruments, Foster Wheeler Ltd. intends to take the position that the proposed amendments do not constitute a significant modification of the convertible notes and therefore will not result in a deemed exchange of your convertible notes for new convertible notes.

        If the proposed amendments do constitute a significant modification, you would be deemed to exchange your convertible notes for new convertible notes in a transaction with respect to which you would likely be required to recognize gain or loss for U.S. federal income tax purposes. Certain consequences of such a deemed exchange, including the appropriate measure for determining your amount realized (either face amount or fair market value of the new convertible notes) for purposes of computing your gain or loss and the possible creation of original issue discount with respect to your new convertible notes (based on the excess of the face amount of the new convertible notes over their fair market value), generally would depend upon the amount and type of trading activity with respect to the convertible notes around the time of the deemed exchange. If the proposed amendments constitute a significant modification, you may recognize taxable gain and/or interest income without a corresponding receipt of cash.

        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.

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Exchange of Robbins Bonds for Shares

Exchanging Holders

        Subject to the discussion below under "Alternative Characterizations," the exchange of Robbins bonds for 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 shares received in the exchange offer and your adjusted tax basis in the Robbins bonds exchanged (less any basis attributable to accrued but unpaid interest). 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 shares generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes.

        Your initial tax basis in 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.

        Cash received by a U.S. Holder in respect of accrued but unpaid interest on Robbins bonds will be treated as a payment of interest on the Robbins bonds.

Non-Exchanging Holders

        We have confirmed with our special tax counsel, Sidley, Austin, Brown & Wood LLP, that if you are a U.S. Holder of Robbins bonds and you do not exchange your Robbins bonds for 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.

Alternative Characterizations

Treatment of Exchanges as Section 351 Transaction

        If, pursuant to the exchange offer, the holders of trust securities, convertible notes, Robbins bonds and 2005 notes who transfer (or are deemed to transfer) property directly to Foster Wheeler Ltd. in exchange for shares own, immediately after the exchanges, shares having at least 80% of the voting power of all classes of shares of Foster Wheeler Ltd. entitled to vote, the convertible notes constitute "securities" for tax purposes and certain other requirements are satisfied, the exchanges would be characterized in the aggregate as a transaction that is described in Section 351 of the Code. Accordingly, the determination of whether Section 351 will apply to the exchanges will ultimately depend on facts in existence at the time of the exchanges, including the extent of the ownership by such holders of shares not acquired in the exchanges, which may be difficult to ascertain. If Section 351 were to apply to the exchanges, the U.S. federal income tax consequences to exchanging U.S. Holders

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could differ significantly from the consequences described above. For example, the receipt of exchange consideration by certain U.S. Holders could be tax-free if Section 351 applied rather than taxable as described above (except that gain, if any, would be recognized to the extent of any accrued market discount and additional requirements may apply to such U.S. Holders that will own 5 percent or more of our shares, by vote or value, immediately after the exchange), and U.S. holders would not recognize any loss on the exchange. U.S. Holders should consult their tax advisors regarding the possible application of Section 351 to the exchanges and consequences to them, in their particular circumstances, of such possible application.

Treatment of Transfers to Exchanging Holders as Payments of Fee

        Foster Wheeler Ltd. intends to treat the transfer of shares to exchanging holders, for U.S. federal income tax purposes, solely as consideration provided by it for the exchange. However, it is possible that, in the case of the trust securities or convertible notes, the transfer of a portion of the shares to exchanging holders could instead be treated as a fee paid to such holders as separate consideration for their participation in the exchange offer and consent to the proposed amendments to the trust securities indenture and related agreements or to the indenture governing the convertible notes (rather than as consideration for the trust securities or convertible notes exchanged). If a portion of the consideration paid to exchanging holders is properly characterized as a fee, such portion would be taxable to U.S. Holders as ordinary income and the amount of gain or loss realized by U.S. Holders would be adjusted accordingly. U.S. Holders should consult their tax advisors regarding the possibility (and consequences to them in their particular circumstances) of such a characterization.

Ownership of Common Shares and Preferred Shares

Distributions

        We have not paid a dividend on our common shares since July, 2001 and have no intention of paying any dividends on our common shares in the foreseeable future. We will not pay any dividends on the preferred shares issued in the exchange offer except to the extent provided under "Description of Share Capital—Preferred Shares" above. If we were to pay dividends in the future on our common shares or preferred shares, 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 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 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, subject to the succeeding sentence, any dividends paid to you with respect to your 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 (subject to a de minimis exception) 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."

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        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 paid by Foster Wheeler Ltd. would not qualify for such reduced rates and would be taxed at ordinary income rates until such time, if any, that Foster Wheeler becomes a qualified foreign corporation.

Constructive Distributions

        Under Section 305(c) of the Code, adjustments (or failures to make adjustments) to the conversion ratio on the preferred shares that have the effect of increasing the proportionate interest of a United States Holder in our assets or earnings may result in a taxable deemed distribution to the holder. Any deemed distribution will be subject to U.S. federal income tax in the same manner as an actual distribution received by the holder, as described under "Distributions" above.

Sale or Exchange of Common Shares or Preferred 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 shares equal to the difference between the amount realized on such sale or exchange and your adjusted tax basis in your shares. We believe that a U.S. Holder of preferred shares generally should not recognize gain or loss with respect to (i) the shares becoming convertible upon an increase in our authorized capital or (ii) its receipt of common shares upon the conversion of its preferred shares (but an exchanging holder of convertible notes may be required to recognize ordinary income with respect to its preferred shares on such events in respect of any accrued market discount on those convertible notes, to the extent allocable to such preferred shares and not previously included in the holder's income). However, no statutory, judicial or administrative authority directly addresses the tax consequences associated with stock having terms like the preferred shares, and it is possible that a U.S. Holder may recognize income, which may be ordinary income, on either of the events described above.

        Except as described above, any gain or loss recognized on the sale or exchange of shares received in the exchange offer (or common shares received upon the conversion of such preferred shares) generally will be capital gain or loss (except that gain, if any, recognized by a holder that received such 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 on the convertible notes not previously includible in the holder's income). 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 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 shares were treated as stock of a PFIC, gain realized on the sale or other disposition of the 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 shares, ratably over your holding period for the 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.

146

Non-U.S. Holders

Exchange of Securities for 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 shares (or, if you are a 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 and Preferred Shares

        Subject to the discussion below under "U.S. Backup Withholding Tax and Information Reporting Requirements," if you are a Non-U.S. Holder, any dividends paid to you (or deemed paid to you, as described above under "—Constructive Distributions") 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 dividends 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 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 accrued interest on the convertible notes, dividends on the shares and proceeds from the sale or redemption of shares made within the United States to a holder, 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. If information reporting applies to any such payment, a payor will be required to withhold backup withholding tax from the payment if the 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.

147

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 and the acquisition, ownership and disposition of 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 or preferred shares.

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 preferred shares and the corporate authority of Foster Wheeler Ltd., 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 26, 2003 and December 27, 2002 and for each of the three years in the period ended December 26, 2003 incorporated in this prospectus by reference to Foster Wheeler Ltd.'s Current Report on Form 8-K dated April 12, 2004 have been so incorporated in reliance on the report (which contains explanatory paragraphs regarding Foster Wheeler Ltd.'s adoption of Statement of Financial Accounting Standards, or SFAS No. 142, "Goodwill and other Intangible Assets" as described in Note 2 to the consolidated 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, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

        The consolidated financial statements for Foster Wheeler Holdings Ltd. as of December 26, 2003 and December 27, 2002 and for each of the three years in the period ended December 26, 2003 incorporated in this prospectus by reference to Foster Wheeler Ltd.'s Current Report on Form 8-K dated April 12, 2004 have been so incorporated in reliance on the report (which contains explanatory paragraphs regarding Foster Wheeler Holdings Ltd.'s adoption of Statement of Financial Accounting Standards, or SFAS No. 142, "Goodwill and Other Intangible Assets" as described in Note 2 to the consolidated financial statements and for the substantial doubt about Foster Wheeler Holdings Ltd.'s ability to continue as a going concern as described in Note 1 to the consolidated financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

        The financial statements of:

•

Foster Wheeler LLC as of December 26, 2003 and December 27, 2002 and for each of the three years in the period ended December 26, 2003;



•

Foster Wheeler International Holdings, Inc. as of December 26, 2003 and December 27, 2002 and for each of the three years in the period ended December 26, 2003;



•

Foster Wheeler International Corporation as of December 26, 2003 and December 27, 2002 and for each of the three years in the period ended December 26, 2003;



•

Foster Wheeler Europe Limited as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003;



•

Financial Services S.a.r.l. as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003;

148

•

FW Hungary Licensing Limited Liability Company as of December 31, 2003 and 2002 and for each of the three years in the period ended December 26, 2003; and



•

FW Netherlands C.V. as of December 31, 2003 and 2002 and for each of the three years in the period ended December 31, 2003,

incorporated in this prospectus by reference to Foster Wheeler Ltd.'s Annual Report on Form 10-K for the year ended December 26, 2003 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 Foster Wheeler LLC and FW Netherlands C.V., which contains an explanatory paragraph regarding the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets" as described in Note 3 and Note 4, respectively, to the consolidated financial statements), of PricewaterhouseCoopers LLP, an independent registered public accounting firm, 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 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.

        Our website address is http://www.fwc.com. The information disclosed on the website is not incorporated herein and does not form a part of this prospectus.

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

149

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 26, 2003 filed on March 12, 2003.



•

Foster Wheeler Ltd.'s quarterly report on Form 10-Q for the quarter ended March 26, 2004 filed on May 5, 2004.



•

Foster Wheeler Ltd.'s current reports on Form 8-K filed on January 28, 2004, February 5, 2004, April 12, 2004, April 14, 2004, April 15, 2004, May 20, 2004 and May 25, 2004.

        We will deliver copies of our latest annual report on Form 10-K and our latest quarterly report on Form 10-Q, along with the current reports on Form 8-K listed above, 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 5:00 pm New York City time on            , 2004. This means you must request this information no later than            , 2004.

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.

150

FOSTER WHEELER LTD.

Offer to Exchange
up to 19,467,000 Common Shares and 210,000 Series B Convertible Preferred Shares
(Liquidation preference of $0.01 per preferred share)
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,
including accrued dividends

and

Up to 43,679,370 Common Shares and 470,400 Series B Convertible Preferred 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

Up to 24,212,175 Common Shares and 260,811.74 Series B Convertible Preferred 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)

and

Solicitation of Consents to Proposed Amendments to

the Indenture Relating to the 9.00% Junior Subordinated Deferrable Interest
Debentures, Series I of Foster Wheeler LLC
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 Securityholders call toll free (800) 891-3214

[ALTERNATE COVER FOR 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 May 25, 2004

PROSPECTUS
Dated                        , 2004

FOSTER WHEELER LLC AND FOSTER WHEELER LTD.

Offer to Exchange up to $150 million in Principal Amount of Fixed Rate Senior Secured Notes due 2011, Series A, issued by Foster Wheeler LLC and

Guaranteed by Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and certain Subsidiary Guarantors

and up to 12,410,200 common shares of Foster Wheeler Ltd. and 133,600 Series B Convertible Preferred Shares of Foster Wheeler Ltd. (Liquidation Preference of $0.01 per Preferred Share)

for

Any and All Outstanding 6³/4% Senior Notes due 2005 of Foster Wheeler LLC

Guaranteed by Foster Wheeler Ltd. and certain Subsidiary Guarantors

and

Solicitation of Consents to Proposed Amendments to
the Indenture Relating to the 6³/4% Notes Due 2005

        Each holder of 6³/4% senior notes due 2005 issued by Foster Wheeler LLC, or the 2005 notes, will receive $750 in principal amount of fixed rate senior secured notes due 2011, Series A, or the new notes, and 62.051 common shares and 0.668 Series B Convertible Preferred Shares (liquidation preference of $0.01 per preferred share), or the preferred shares, plus accrued and unpaid interest for each $1,000 in principal amount of 2005 notes tendered in the exchange offer and not withdrawn. The interest rate on the new notes will be determined on the second business day prior to the expiration of the exchange offer using the fixed spread pricing formula described under "Description of the New Notes—Interest Rate," and will depend on the yields of certain U.S. Treasury notes at 2:00 p.m., New York City time, on that day. Consequently, we cannot currently provide you with the specific interest rate on the new notes. We will announce the interest rate on the new notes by press release two business days prior to the expiration of the exchange offer.

        The new notes will mature on                , 2011. We will pay interest on the new notes on                and                of each year, beginning on                , 2004. The new notes will be:

•

the senior secured obligations of Foster Wheeler LLC;



•

secured by a lien on substantially all of its tangible and intangible assets of Foster Wheeler LLC and each of the guarantors of the new notes, excluding intercompany debt and receivables and capital stock held in subsidiaries, other than capital stock held in certain of Foster Wheeler LLC's and the guarantors' direct subsidiaries, and certain specified existing intercompany notes, as well as certain future intercompany notes. See "Description of the New Notes—Security." Although the new notes will rank pari passu with our obligations under the senior secured credit agreement, the lenders providing letters of credit under our senior secured credit facility and the lenders providing letters of credit and revolving loans under a future senior secured credit facility, as described in this prospectus, will be entitled to receive proceeds from any realization of such collateral to repay those obligations in full before the holders of the upsize notes and new notes;



•

fully and unconditionally guaranteed by Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and the subsidiary guarantors described in this prospectus; and




•

redeemable at the redemption prices set forth in this prospectus.

        By means of a separate prospectus, we are also offering to exchange common shares and preferred 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, and to exchange common shares and preferred shares of Foster Wheeler Ltd. for 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 the case of the convertible notes and the Robbins bonds, accrued and unpaid interest, as part of this exchange offer.

        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     .

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 the New 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. The common shares and preferred shares will be issued by Foster Wheeler Ltd. 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 of the new notes 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

[ADDITIONAL SECTION FOR NEW NOTES PROSPECTUS (to be added to the end of the summary section of the base prospectus)]

Terms of the new notes

        The following is a summary of the material terms of the new notes. The terms of the new notes are different from the terms of the 2005 notes. You should carefully read this entire prospectus, including "Description of the New Notes" and "Comparison of Rights".

Issuer	Foster Wheeler LLC
Securities	$150,000,000 aggregate principal amount of Fixed Rate Senior Secured Notes due            , 2011, Series A
Maturity	, 2011
Interest Rate	The interest rate on the new notes is based on a spread of 6.65% plus the yield on U.S. Treasury notes having a remaining maturity, as of the second business day prior to the expiration date of the exchange offer, equal to the maturity of the new notes. Consequently, we cannot provide you with the specific interest rate on the new notes. We will announce the interest rate on the new notes by press release two business days prior to the expiration of the exchange offer. See "Description of the New Notes—Interest Rate."
Pricing Time	The interest rate on the new notes will be determined based on the benchmark Treasury yield as of 2:00 p.m., New York City time, on the second business day prior to the expiration time, which we refer to as the pricing time. See "Description of the New Notes—Interest Rate."
Hypothetical Rate Based on Recent Market Data	If the benchmark Treasury yield in effect at the pricing time were the same as it was at 8:02 p.m. New York City time on May 19, 2004, the interest rate on the new notes would be 11.086% per annum.
Interest Payment Dates	Semi-annually on             and                       of each year, commencing            , 2004.
Guarantees	The notes will be jointly and severally guaranteed by Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and the subsidiary guarantors listed in this prospectus and such other subsidiaries which may become additional guarantors pursuant to the indenture.
Security and Ranking	The new notes will be the senior secured obligations of Foster Wheeler LLC. The new notes will rank pari passu with Foster Wheeler's obligations under the senior secured credit agreement and its obligations under the upsize notes. The new notes will be secured by a lien on the following assets of each of Foster Wheeler LLC and each of the guarantors;
	•	substantially all of its tangible and intangible assets, excluding intercompany debt and receivables and capital stock held in subsidiaries, except as described in the two following bullet points;

A-3

	•	pledges of capital stock held in certain of Foster Wheeler LLC's and the guarantor's direct subsidiaries;
	•	pledges of certain specified existing intercompany notes, as well as certain future intercompany notes (see "Description of the New Notes—Certain Covenants—Limitation on Debt and Disqualified or Preferred Stock.")
	See "Description of the New Notes—Security"
	Although 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 any letters of credit under the senior secured credit agreement, which were collectively $97.3 million at April 30, 2004, and all obligations outstanding in respect of letters of credit or revolving loans under any other credit facility permitted under the indenture, and thereafter, on a pro rata basis, to all obligations in respect of the new notes, the upsize notes and term loans under any future credit facility, permitted under the indenture. Foster Wheeler intends to apply the net proceeds from the upsize notes offering first to reduce amounts outstanding under term loans under the senior secured credit agreement in full (which were approximately $49.7 million as of April 30, 2004) and second to reduce in full outstanding revolving credit borrowings under the senior secured credit agreement (which were approximately $69 million as of April 30, 2004).
	Under the terms of the new notes, subject to meeting certain financial ratios, Foster Wheeler is permitted to incur up to $325 million in senior secured bank obligations, including obligations under the senior secured credit agreement, which amount shall increase to $445 million after                        , 2008. See "Description of the New Notes—Certain Covenants—Limitation on Debt and Disqualified or Preferred Stock" for more information regarding this covenant. The indenture and collateral documents governing the new notes will permit Foster Wheeler to grant a lien on the collateral securing the new notes to the lenders under any new credit facility permitted by the indenture as well as to the holders of the upsize notes.
Optional Redemption	We may redeem some or all of the new notes at any time at the redemption prices set forth in "Description of the New Notes—Optional Redemption."
Mandatory Offer to Repurchase	Upon the occurrence of certain change of control events described under "Description of the New Notes", you may require us to repurchase some or all of your new notes at 101% of their principal amount plus accrued interest. The occurrence of those events may, however, be an event of default under our senior secured credit agreement or other debt agreements, and those agreements may prohibit the repurchase. Further, we may not have sufficient resources to satisfy our repurchase obligation. You should read carefully the sections called "Risk Factors—We may be unable to repurchase the new notes, upsize notes or 2005 notes which remain upon a change of control as required by the indenture" and "Description of the New Notes."

A-4

Certain Covenants	The indenture governing the new notes contains covenants limiting our ability and our subsidiaries' ability to:
	•	incur additional debt or issue subsidiary preferred stock or stock with a mandatory redemption feature before the maturity of the notes;
	•	pay dividends on our capital stock;
	•	redeem or repurchase capital stock or prepay or repurchase subordinated debt;
	•	make some types of investments and sell assets;
	•	create liens or engage in sale and leaseback transactions;
	•	engage in transactions with affiliates, except on an arms-length basis;
	•	consolidate or merge with, or sell substantially all our assets to, another person.
	You should read "Description of the New Notes—Certain Covenants" for a description of these covenants.
Risk Factors	You should read "Risk Factors" for important information regarding the new notes and Foster Wheeler. Please read that section carefully before you decide whether to accept the new notes in the exchange offer.

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[ADDITIONAL SECTION FOR NEW NOTES PROSPECTUS (to be added to the beginning of risk factor section in base prospectus)]

Risk Factors Relating to Holders of 2005 Notes Participating in the Exchange Offer

The new notes have a longer maturity than the 2005 notes.

        The new notes are due 2011. Although they are redeemable by Foster Wheeler, Foster Wheeler is not required to repay them until their maturity date. This means that the holders of the 2005 notes who do not participate in the exchange offer will have the right to be repaid before the holders of the new notes. In addtion, the following risks relating to participating in the exchange offer will be relevant to holders of the new notes long after the 2005 notes have been repaid.

Holders of 2005 notes participating in the exchange offer will receive $750 in aggregate principal amount of new notes for every $1,000 in aggregate principal amount of 2005 notes tendered, along with common shares and preferred shares as described in the prospectus.

        Holders tendering 2005 notes in the exchange offer will receive $750 in aggregate principal amount of new notes for every $1,000 in aggregate principal amount of 2005 notes tendered. They will also receive 62.051 common shares and 0.668 preferred shares. To the extent that they participate in the exchange offer, holders of 2005 notes will lose their right to be repaid $250 for every $1,000 in principal amount of old notes tendered and will have different rights as shareholders instead. You should read "Comparison of Rights" in this prospectus for a comparison of these rights. As shareholders, holders will be subject to the risks associated with the common shares and the preferred shares, described under the headings "—Risk Factors Relating to Security Holders Participating in the Exchange Offer," and "—Risk Factors Relating to the Preferred Shares."

Our high levels of debt and significant interest payment obligations could limit the funds we have available to fulfill our obligations with respect to the new notes.

        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 March 26, 2004, Foster Wheeler Ltd.'s total consolidated debt amounted to approximately $1 billion, $134 million of which was comprised of limited recourse project debt of special purpose subsidiaries. This debt includes $126.9 million of outstanding loans under the senior secured credit agreement, $200 million of 2005 notes, $210 million of convertible notes, $175 million of trust securities and $113.7 million of Robbins bonds outstanding. In addition, under our senior secured credit agreement we paid a $13.6 million fee on March 31, 2004, and our annual interest rate on our borrowings thereunder has been increased by an additional .50% per quarter until we have repaid $100 million of indebtedness thereunder. As of March 26, 2004, on a pro forma basis after giving effect to the exchange offer and the issuance of the upsize notes (including repayment of approximately $120 million of outstanding loans under the senior secured credit agreement), our total consolidated debt would have been $575 million assuming the issuance of new notes in exchange for the 2005 notes is accounted for as a modification and $561 million assuming the issuance of new notes in exchange for the 2005 notes is accounted for as an extinguishment. We may not have sufficient funds available to pay any of this long-term debt upon maturity or our obligations with respect to the new notes.

        The terms of the indenture relating to the new notes will allow us to incur additional indebtedness, subject to certain limitations. For example, under the terms of the indenture for the new notes, subject to meeting certain financial ratios, Foster Wheeler is permitted to incur up to $325 million in senior secured bank obligations including obligations under the senior secured credit agreement, which amount shall increase to $445 million after    , 2008. See "Description of the New Notes—Certain Covenants—Limitation on Debt and Disqualified or Preferred Stock." Any such additional debt could increase the risks associated with our substantial leverage.

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        For a discussion of the impact of our indebtedness on our business, see "Risk Factors Relating to our Business—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 may be unable to repurchase the new notes, upsize notes or 2005 notes which remain upon a change of control or in the event of certain asset sales as required by the indenture.

        Upon the occurrence of certain specific change of control events, we must offer to repurchase all outstanding new notes and upsize notes. In addition, under certain circumstances we may be required by the terms of the indenture to make an offer to repurchase new notes and upsize notes with the proceeds from asset sales. In such circumstances, we may not have sufficient funds available to repay all of our senior indebtedness and any other indebtedness that would become payable upon a change of control and to repurchase all of the new notes and upsize notes at the required prices. Our failure to purchase the new notes and upsize notes would be a default under the indenture governing the new notes and upsize notes.

        The existing senior secured credit agreement provides that the occurrence of certain change of control events with respect to Foster Wheeler LLC would constitute a default thereunder. In the event a change of control occurs, Foster Wheeler LLC could seek the consent of the senior secured credit agreement lenders to the purchase of new notes and upsize notes or could attempt to refinance the senior secured credit agreement. If Foster Wheeler LLC were not able to obtain that consent or to refinance, it would continue to be prohibited from purchasing new notes and upsize notes. In that case, Foster Wheeler LLC's failure to purchase tendered new notes and upsize notes would constitute an event of default under the indenture, which would in turn constitute a default under the senior secured credit agreement.

The indentures relating to the new notes and the upsize notes and our various debt agreements impose on us significant operating and financial restrictions, which may prevent us from fulfilling our obligations with respect to the new notes.

        The indentures relating to the new notes and the upsize notes and 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 under the senior secured credit agreement and noteholders under the indentures governing the new notes and upsize notes to elect to accelerate the repayment dates with respect to such debt. 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 and noteholders were to elect their right to accelerate the payment dates. Our failure to repay such amounts under our senior secured credit agreement or the indentures governing the upsize notes would have a material adverse effect on our financial condition and operations and result in defaults under the terms of the new notes and our other indebtedness, including the upsize notes and the senior secured credit agreement. In addition to not being able to fulfill our obligations under the new notes, we would not be able to repay such other indebtedness, if accelerated, and as a consequence may be unable to continue operating as a going concern.

        For a discussion of the impact of our various debt agreements on our business, see "Risk Factors Relating to our Business—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."

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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 to fulfill our obligations with respect to the new notes.

        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 March 26, 2004, Foster Wheeler Ltd. and Foster Wheeler LLC had aggregate indebtedness of $1 billion, all of which must be funded from distributions from subsidiaries of Foster Wheeler LLC. As of March 26, 2004, we had cash, cash equivalents, short-term investments and restricted cash of approximately $454 million, of which approximately $356 million was held by our non-U.S. subsidiaries. We will require cash distributions from our non-U.S. subsidiaries to meet an anticipated $61 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 jurisdiction 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 fulfill our obligations with respect to the new notes.

        For a discussion of the impact of cash flows on our business, see "Risk Factors Relating to Our Business—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."

Fraudulent conveyance laws may permit courts to void guarantees of Foster Wheeler Ltd., Foster Wheeler Holdings Ltd., or the subsidiary guarantors of the new notes, which would interfere with the payment on the guarantees.

        U.S. federal bankruptcy law and comparable state statutes and Bermuda law may allow courts, upon the bankruptcy or financial difficulty of Foster Wheeler Ltd., Foster Wheeler Holdings Ltd., or a subsidiary guarantor to void the guarantees of that guarantor. If a court voids a guarantee or holds it unenforceable, you will cease to be a creditor of, and you may be required to return payments received from, the issuer or the relevant guarantor. In the alternative, the court could subordinate the new notes or the relevant guarantee (including all payments thereunder) to all other debt of the issuer or the relevant guarantor. The court could take these actions if, among other things, the issuer or the relevant guarantor, at the time they incurred the debt evidenced by the new notes or its guarantee:

•

incurred the debt with the intent of hindering, delaying or defrauding current or future creditors; or



•

received less than reasonably equivalent value or fair consideration for incurring the debt; and, at the time it issued the guarantee:



•

was insolvent or was rendered insolvent by reason of the incurrence; or



•

was engaged, or about to engage, in a business or transaction for which the assets remaining with it constituted unreasonably small capital to carry on such business; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay as those debts matured; or

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•

was a defendant in an action for money damages, or had a judgment for money damages entered against it, if, in either case, after final judgment the judgment was unsatisfied.

        The tests for fraudulent conveyance, including the criteria for insolvency, will vary depending upon the law of the jurisdiction that is being applied. Generally, however, a debtor would be considered insolvent if, at the time the debtor incurred the debt, either:

•

the sum of the debtor's debts and liabilities, including contingent liabilities, was greater than the debtor's assets at fair valuation;



•

the present fair saleable value of the debtor's assets was less than the amount required to pay the probable liability on the debtor's total existing debts and liabilities, including contingent liabilities, as they became absolute and matured; or



•

the debtor could not pay its debts as they become due.

If there is a default in respect of our obligations under the new notes, the value of the collateral securing the notes may not be sufficient to repay both the lenders under our senior secured credit agreement and/or any new senior secured credit facility permitted by the indenture, the holders of upsize notes and the holders of the new notes.

        The rights of the holders of the new notes with respect to the collateral securing the new notes will be limited pursuant to the terms of the security agreement. The senior secured credit agreement and/or any new senior secured credit facility permitted by the indenture and the upsize notes will be secured by the same collateral that secures the new notes. Although the lenders under our senior secured credit agreement (and/or any new senior secured credit facility permitted by the indenture), the holders of the upsize notes and the holders of the new notes will share in the proceeds of this collateral, the lenders providing letters of credit under our senior secured credit agreement (and all obligations in respect of letters of credit and revolving loans, under any new senior secured credit facility) will be entitled to receive proceeds from any realization of such collateral to repay the letter of credit obligations (and any outstanding obligation in respect of letters of credit and revolving loans, under any new senior secured credit facility) in full before the holders of the upsize notes and new notes. After payment in full of the obligations under the letters of credit (and, in respect of letters of credit and revolving loans, under any new senior secured credit facility), any remaining proceeds from the collateral will be used to repay, on a ratable basis, obligations under the upsize notes, the new notes and obligations in respect of term loans under any new senior secured credit facility.

        The value of the collateral securing the senior secured credit agreement (and any new senior secured credit facility), the upsize notes and the new notes may not be sufficient to repay in full all indebtedness outstanding under the senior secured credit agreement, any new senior secured credit facility, the upsize notes and the new notes. After the payment in full of amounts due under the letters of credit issued pursuant to the senior secured credit agreement (and, in respect of letters of credit and revolving loans, under any new senior secured credit facility), and after pro rata allocations of proceeds between the new notes, the upsize notes and obligations in respect of term loans under any new senior secured credit facility, any claim for the shortfall between the amount realized by the holders of the new notes from the sales of such collateral securing the new notes and our obligations under the new notes will be an unsecured claim against our remaining assets.

        The value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. The proceeds from any sale of the collateral may be insufficient to satisfy in full the amounts outstanding under the new notes after payment in full of all obligations under the letters of credit issued pursuant to our senior secured credit agreement (and in respect of letters of credit and revolving loans, under any new senior secured credit facility) and after pro rata allocations of proceeds among the new notes, the upsize notes and obligations of letters of credit and revolving loans. If such proceeds are not sufficient to repay amounts outstanding

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under the new notes and the upsize notes, then holders of the new notes, to the extent not repaid from the proceeds of the sale of the collateral, would have only an unsecured claim against our remaining assets. Proceeds from the offering of upsize notes will be used to reduce amounts outstanding under the term and revolving portion of the senior secured credit agreement. Giving effect to the senior secured credit agreement amendment and the offering of the upsize notes, as of April 30, 2004, we would have had $224.2 million outstanding under the senior secured credit agreement, $69 million on a revolving basis and $49.7 in term loans and $97.3 million in outstanding letters of credit.

        The lenders party to our senior secured credit agreement, the collateral agent as defined therein, holders of the new notes and the trustee on behalf of the noteholders, have agreed to the terms of an intercreditor agreement. The intercreditor agreement will provide, among other things, that (i) the lenders under our senior secured credit agreement have a first priority lien on all of the assets of Foster Wheeler LLC and the assets of certain subsidiaries that are co-borrowers or guarantors under the senior secured credit agreement, (ii) no guarantee of the new notes will be structurally senior to the guarantee of the obligations under and as defined in the senior secured credit agreement; (iii) the notes shall have second priority perfected security interests in certain of the tangible and intangible property and assets of the guarantors, including, without limitation, the outstanding capital stock of certain subsidiaries, cash, accounts receivables, deposit accounts, instruments, inventory, fixtures, machinery, equipment, intellectual property, real estate and proceeds. The intercreditor agreement shall further provide the lenders under the senior secured credit agreement with an absolute block on the ability of the noteholders to exercise lien-related remedies until 90 days after the occurrence of an event of default under the indenture, and subsequent to an insolvency proceeding, the noteholders shall not take any action contesting the extent, validity or priority of the lender claims, obligations or liens, that any adequate protection payments shall be held in escrow for the benefit of the lenders, and any replacement liens shall be junior to all liens or claims of the lenders. Proceeds of collateral will be used as follows: (i) to pay fees and expenses of collateral agent and administrative agent under the senior secured credit agreement, (ii) to reimburse obligations and fees due under the letters of credit outstanding under the senior secured credit agreement, (iii) to provide cash collateralization of undrawn letters of credit under the senior secured credit agreement, (iv) to pay other lender obligations, (v) to pay principal, interest or fees due under any new revolving credit debt permitted under the indenture and (vi) to pay principal, interest or fees to the noteholders.

Claims of creditors of our subsidiaries that do not guarantee the notes will have priority with respect to the assets and earnings of such subsidiaries over holders of the notes.

        Not all of our subsidiaries are currently guarantors of the notes, although it is possible that we may in the future become obligated under the indenture to cause one or more of these subsidiaries to guarantee the notes. Claims of creditors of those of our subsidiaries that do not guarantee the notes, including trade creditors, generally will have priority with respect to the assets and earnings of such subsidiaries over our claims or those of our creditors, including holders of the notes. As of March 26, 2004, those of our subsidiaries that do not guarantee the notes had a combined $1,378 million of indebtedness (excluding $63 million of intercompany indebtedness) and other liabilities, including trade payables, outstanding.

Bankruptcy laws may limit your ability to realize value from the collateral securing the new notes.

        The right of the collateral agent to repossess and dispose of the collateral upon the occurrence of an event of default under the indenture governing the new notes is likely to be significantly impaired by applicable bankruptcy law if a bankruptcy case were to be commenced by or against us before the collateral agent repossessed and disposed of the collateral. Upon the commencement of a case for relief under Title 11 of the United States Code, a secured creditor such as the collateral agent is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of collateral repossessed from such debtor, without bankruptcy court approval. Moreover, the bankruptcy

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code permits the debtor to continue to retain and use collateral even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to circumstances, but it is intended in general to protect the value of the secured creditor's interest in the collateral and may include cash payments or the granting of additional security, if and at such times as the court in its discretion determines that the value of the secured creditor's interest in the collateral is declining during the pendency of the bankruptcy case. A bankruptcy court may determine that a secured creditor may not require compensation for a diminution in the value of its collateral if the value of the collateral exceeds the debt it secures.

        In view of the lack of a precise definition of the term "adequate protection" and the broad discretionary powers of a bankruptcy court, it is impossible to predict:

•

how long payments under the new notes could be delayed following commencement of a bankruptcy case;



•

whether or when the collateral agent could repossess or dispose of the collateral;



•

the value of the collateral at the time of the bankruptcy petition; or



•

whether or to what extent holders of the new notes would be compensated for any delay in payment or loss of value of the collateral through the requirement of "adequate protection."

        Any disposition of the collateral during a bankruptcy case would also require permission from the bankruptcy court. Furthermore, in the event a bankruptcy court determines the value of the collateral is not sufficient to repay all amounts due on the new notes, the holders of the notes would hold secured claims to the extent of the value of the collateral to which the holders of the notes are entitled, and unsecured claims with respect to such shortfall. The bankruptcy code only permits the payment and accrual of post-petition interest, costs and attorney's fees to a secured creditor during a debtor's bankruptcy case to the extent the value of its collateral is determined by the bankruptcy court to exceed the aggregate outstanding principal amount of the obligations secured by the collateral.

Foster Wheeler Ltd. and certain other guarantors of the new notes are holding companies with no significant independent operations and no significant assets except capital stock of their respective subsidiaries. As a result, these guarantors of the new notes would be unable to meet their obligations if Foster Wheeler LLC fails to make payment of interest or principal on the new notes.

        Foster Wheeler Ltd. and certain other guarantors of the new notes are holding companies with no independent operations and no significant assets other than the capital stock of their respective subsidiaries. They are therefore dependent upon the receipt of dividends or other distributions from their subsidiaries to fund any obligations that they incur, including obligations under their guarantee of the new notes. Accordingly, if Foster Wheeler LLC should at any time be unable to pay interest on or principal of the new notes, it is highly unlikely that Foster Wheeler Ltd. or other holding company guarantors will be able to meet their obligations under their guarantees.

An active trading market for the new notes may not develop, which could reduce their value.

        The new notes are a new issue of securities for us for which there is currently no public market. We do not intend to list the new notes on any national securities exchange or automated quotation system. No market for the new notes may develop, and any market that develops may not last. If the new notes are traded, they may trade at a discount from their price at the time of the exchange offer, depending on prevailing interest rates, the market for similar securities, our performance and other factors. To the extent that an active trading market does not develop, the price at which you may be able to sell the new notes may be less than the price at which you exchange them for your 2005 notes.

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[ADDITIONAL SECTION FOR NEW NOTES PROSPECTUS]

DESCRIPTION OF THE NEW NOTES

        In this Description of Notes, the term "Foster Wheeler LLC" refers only to Foster Wheeler LLC, and any successor obligor on the notes, and not to any of its subsidiaries. The term "notes" refers to the Fixed Rate Senior Secured Notes due 2011, Series A to be issued by Foster Wheeler LLC, which we refer to elsewhere in this prospectus as the new notes. You can find the definitions of certain terms used in this description under "—Certain Definitions."

        Foster Wheeler LLC will issue the notes under an indenture between Foster Wheeler LLC, the guarantors named therein and Wells Fargo Bank, National Association, as trustee. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939. The indenture will be qualified as an indenture under the Trust Indenture Act.

        The following is a summary of the material provisions of the indenture. Because this is a summary, it may not contain all the information that is important to you. You should read the indenture in its entirety. Copies of the proposed form of the indenture are available as described under "Where You Can Find More Information About Us."

Basic Terms of Notes

        The notes

•

are senior indebtedness of Foster Wheeler LLC, ranking pari passu with respect to payments (subject to the exceptions described below) with any existing and future senior indebtedness of Foster Wheeler LLC, including the Credit Agreement, any other Credit Facility and the upsize notes;



•

will be guaranteed as described below under "—Guarantees";



•

will be secured as described below under "—Security";



•

are senior in right of payment to any existing and future subordinated indebtedness of Foster Wheeler LLC and the Guarantors;



•

will be issued in an original aggregate principal amount of up to $150,000,000; following the closing of the exchange offer, an additional $120,000,000 of the notes will be offered in exchange for the Upsize Notes (as defined below) issued in a concurrent private transaction; the indenture will limit the amount of the notes issuable under it to $270,000,000 in the aggregate;



•

mature on                        , 2011; and



•

bear interest commencing on the date of issue at a rate that will be determined on the second business day prior to the expiration of the exchange offer using the fixed spread pricing formula described under "—Interest Rate" payable semi-annually in arrears on each                        and                         , commencing                        , 2004, subject to adjustment as provided under the covenant described under the caption "—Certain Covenants—Additional Note Guarantees and Collateral After the Issue Date", to holders of record on the                        or                         immediately preceding the interest payment date.

        Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date with respect to which it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

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Interest Rate

        The interest rate on the new notes will equal a rate of 6.65% plus the yield on U.S. Treasury notes having a remaining maturity, as of 2:00 pm, New York City time on the second business day prior to the expiration date of the exchange offer, equal to the maturity of the new notes. The interest rate will be announced by press release two business days prior to the expiration of the exchange offer. The reference U.S. Treasury rate with respect to the new notes will be calculated, by the dealer manager, in accordance with standard market practice, based on the bid side price of the relevant reference U.S. Treasury as listed on the relevant Bloomberg Government Pricing Monitor or any other recognized quotation source selected by the dealer manager as of the pricing time. If the relevant rate is not available on a timely basis on such Bloomberg Government Pricing Monitor or is manifestly erroneous, the relevant rate information may be obtained from such other quotation service as the dealer manager shall select in its sole discretion, the identity of which shall be disclosed by the dealer manager to the tendering security holders. The relevant reference U.S. Treasury has been selected to approximate the maturity characteristics of the new notes. For current yield information for a particular U.S. Treasury security, you should consult publicly available sources. While the spread has been selected so that as of the date of calculation the new notes will initially trade at par, there can be no assurances as to the price at which the new notes will trade, either initially or thereafter. In addition, because the new notes will not be issued until completion of the exchange offer, it is not possible to determine the present value of the combined cash flows on new notes.

        As soon as practicable after the pricing time, but in any event before 9:00 a.m., New York City time, on the following business day, we will publicly announce by press release to the Dow Jones News Service the benchmark U.S. Treasury rate and the annual interest rate on the new notes.

        In the event any dispute arises with respect to the benchmark U.S. Treasury rate or the interest rate on the new notes or any quotation or calculation with respect to the exchange offer, the dealer manager's determination shall be conclusive and binding absent manifest error.

Guarantees

        The obligations of Foster Wheeler LLC pursuant to the notes, including, without limitation, any repurchase obligation resulting from a Change of Control or an Asset Sale, will be unconditionally guaranteed, jointly and severally, by Foster Wheeler Ltd. and Foster Wheeler Holdings Ltd. (our Bermuda based indirect and direct parent companies, respectively), and by the following Restricted Subsidiaries:

•

Domestic Subsidiaries: Energy Holdings, Inc., 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 Intercontinental Corporation, Foster Wheeler International Corporation, Foster Wheeler International Holdings, Inc., Foster Wheeler Middle East Corporation, Foster Wheeler North America Corp., Foster Wheeler Power Corporation, 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

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Mortshal, Inc., HFM International, Inc., PGI Holdings, Inc., Process Consultants, Inc., Pyropower Operating Services Company, Inc. and Perryville III Trust;

•

Foreign Subsidiaries: Continental Finance Company Ltd., Financial Services S.a.r.l., Foster Wheeler Europe Limited, FW Energie B.V., FW Hungary Licensing Limited Liability Company,

and, from time to time, other Subsidiaries that we designate as Guarantors at our option or otherwise in accordance with the covenant described below under the caption "—Certain Covenants—Additional Note Guarantees and Collateral After the Issue Date". For the quarter ended March 26, 2004, the Guarantors generated combined revenues of $145 million, or 21% of our consolidated revenues for that year. See "Risk Factors—Risk Factors Relating to Holders of 2005 Notes Participating in the Exchange Offer—Claims of creditors of our subsidiaries that do not guarantee the notes will have priority with respect to the assets and earnings of such subsidiaries over holders of the notes."

        Not all of our Restricted Subsidiaries will guarantee the notes. The Restricted Subsidiaries that are not Guarantors will have no obligations to make payments in respect of the notes. In the event of a bankruptcy, liquidation or reorganization of any Restricted Subsidiary that is not a Guarantor the creditors of such subsidiary (including trade creditors) will generally be entitled to payment of their claims from the assets of such subsidiary before any assets are made available for distribution to us as a stockholder. After paying its own creditors, a Restricted Subsidiary that is not a Guarantor may not have any remaining assets available for payment to you as a holder of the notes. As a result, the notes are effectively junior in right of payment to the obligations of Restricted Subsidiaries that are not Guarantors. You should read the financial information relating to the Guarantors incorporated by reference in this prospectus.

        The Note Guarantees (including the payment of principal of, premium, if any, and interest on the notes) will be senior obligations of the Guarantors and will rank pari passu in right of payment with their existing, and any future, senior obligations, and will rank senior to all subordinated obligations of such guarantors. The Guarantees will be secured to the extent described below under "—Security."

        Each Note Guarantee will be limited to the maximum amount that would not render the Guarantor's obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of applicable law. By virtue of this limitation, a Guarantor's obligation under its Note Guarantee could be significantly less than amounts payable with respect to the notes, or a Guarantor may have effectively no obligation under its Note Guarantee. See "Risk Factors—Risk Factors Relating to Holders of 2005 Notes Participating in the Exchange Offer—Fraudulent conveyance laws may permit courts to void guarantees of Foster Wheeler Ltd., Foster Wheeler Holdings Ltd, or the subsidiary guarantors of the notes, which would interfere with the payment on the guarantees."

        The Note Guarantee of a Guarantor will terminate upon:

        (1)   a sale or other disposition (including by way of consolidation, amalgamation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor otherwise permitted by the indenture unless the continuing or surviving entity in any such consolidation, amalgamation or merger, or the entity that acquires such assets, is Foster Wheeler LLC or a Restricted Subsidiary and the conditions set forth under the caption "—Certain Covenants—Additional Note Guarantees and Collateral After the Issue Date" apply to such continuing or surviving entity,

        (2)   the designation in accordance with the indenture of the Guarantor as an Unrestricted Subsidiary,

        (3)   defeasance or discharge of the notes, as provided in the provisions described under the caption "—Defeasance and Discharge," or

        (4)   the dissolution of such Guarantor.

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Security

        The notes and the Note Guarantees will be secured by a lien equally and ratably (subject to the payment priorities described below) with all senior indebtedness owing under (1) the Credit Agreement, (2) from time to time, any future Credit Facility permitted under the indenture and (3) the upsize notes, pursuant to a security agreement and an intercreditor agreement, each as amended from time to time, between Foster Wheeler LLC, the Guarantors and Bank of America, N.A. or its successor, as collateral agent (the "Collateral Documents").

        The liens granted under the Collateral Documents will constitute first priority liens, subject to the payment priorities, customary exceptions (including for certain liens permitted by the indenture) and the Collateral Documents as described below, on the following assets of each of Foster Wheeler LLC and the Guarantors:

        (1)   substantially all of its tangible and intangible assets, excluding intercompany Debt and receivables and capital stock held in Subsidiaries, except as described in clauses (3) and (4) below;

        (2)   the following capital stock held in Subsidiaries:

Subsidiary	Percentage of Stock Pledged
A/C Power	50%
Barsotti's Inc.	100%
Chirllu, Inc.	100%
Continental Finance Company Ltd.	66%
Equipment Consultants, Inc.	100%
Financial Services S.a.r.l.	100%
Foster Wheeler America Latina, Ltda.	100%
Foster Wheeler Andina S.A.	100% of 83.66% ownership interest
Foster Wheeler Arabia Company, Ltd.	98%
Foster Wheeler Asia Limited	100%
Foster Wheeler Australia Proprietary Limited	100%
Foster Wheeler Bimas Birlesik Insaat ve Muhendislik A.S.	100% of 3.06% ownership interest
Foster Wheeler Canadian Resources, Ltd.	100%
Foster Wheeler Capital & Finance Corporation	100%
Foster Wheeler Caribe Corporation, C.A.	100%
Foster Wheeler China, Inc.	100%
Foster Wheeler Constructors de Mexico S. de R.I. de C.V.	100%
Foster Wheeler Constructors, Inc.	51%
Foster Wheeler Continental B.V.	100%
Foster Wheeler Development Corporation	100%
Foster Wheeler Energy China, Inc.	100%
Foster Wheeler Energy Corporation	100%
Foster Wheeler Energy India, Inc.	100%
Foster Wheeler Energy Manufacturing, Inc.	66%
Foster Wheeler Energy Services, Inc.	100%
Foster Wheeler Enviresponse, Inc.	100%
Foster Wheeler Environmental Services, Inc.	100%
Foster Wheeler Europe B.V.	100% of 9.09% ownership interest
Foster Wheeler Europe Limited	66%
Foster Wheeler Facilities Management, Inc.	100%
Foster Wheeler Global Pharmaceuticals, LLC	100%

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Foster Wheeler Holdings Ltd.	100%
Foster Wheeler Inc.	51%
Foster Wheeler Ingenieros Y Constructores, S.A. de C.V.	100%
Foster Wheeler Intercontinental Corporation	100%
Foster Wheeler International Corporation	100%
Foster Wheeler International Holdings, Inc.	100%
Foster Wheeler Limited (Canada)	66%
Foster Wheeler LLC	100%
Foster Wheeler (Malaysia) Sdn. Bhd.	100% (of Class A Stock) and 33.33% (of Class B Stock)
Foster Wheeler Middle East Corporation	100%
Foster Wheeler Petroleum Services S.A.E.	100% of 95% ownership interest
Foster Wheeler Power Company Ltd./La Societe D'Energie Foster Wheeler Ltee	100%
Foster Wheeler Power Corporation	100%
Foster Wheeler Power Systems, S.A.	100% of 96.5% ownership interest
Foster Wheeler Pyropower, Inc.	100%
Foster Wheeler Real Estate Development Corp.	100%
Foster Wheeler (Thailand) Limited	100% of 99.965% ownership interest
Foster Wheeler Trading Company, Ltd.	100%
Foster Wheeler Vietnam Private LTD.	100%
Foster Wheeler Virgin Islands, Inc.	100%
Foster Wheeler World Services Corporation	100%
Foster Wheeler Zack, Inc.	100%
FW European E&C Ltd.	100%
F.W. Gestao E Servicos, S.A.	100% of Common Stock
FW Hungary Licensing Limited Liability Company	100%
FW Management Operations, Ltd.	100%
FW Mortshal, Inc.	100%
FW Netherlands C.V.	100%
FW Overseas Operations Limited	100%
FWPI Ltd.	100%
FWPS Specialty Products, Inc.	100%
Hartman Consulting Corporation	100%
HFM Field Services, Inc.	100%
HFM International, Inc.	100%
HFM Tray Canada, Ltd.	100%
Manops Limited	100%
New Ashford, Inc.	100%
P.E. Consultants, Inc.	100%
Perryville Service Company Ltd.	100%
Process Consultants, Inc.	100%
Pyropower Operating Services Company Inc.	100%
Singleton Process Systems GmbH	100%
Thelco Co.	100%
Tray Special Products, Inc.	100%
York Jersey Liability Limited	66%;

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        (3)   the following intercompany notes:
Foster Wheeler International Corp (pledgor) issued by Foster Wheeler Europe Limited $270 million note;
Foster Wheeler LLC (pledgor) issued by Financial Services S.a.r.l. $200 million note; and
Foster Wheeler LLC (pledgor) issued by Financial Services S.a.r.l. $169 million note;

        (4)   all rights of each of Foster Wheeler LLC or any Guarantor under the Intercompany Cash Management Agreement that may be pledged without creating an obligation to prepare and file separate financial statements, pursuant to Rule 3-16 of Regulation S-X under the Securities Act, for each such obligor under such Intercompany Cash Management Agreement; and

        (5)   the equity interests in Foster Wheeler LLC held by Foster Wheeler Holdings Ltd. and the equity interests in Foster Wheeler Holdings Ltd held by Foster Wheeler Ltd.

        In addition, that portion of intercompany notes held by Foster Wheeler LLC or any Guarantor that may be pledged without creating an obligation to prepare and file separate financial statements, pursuant to Rule 3-16 of Regulation S-X under the Securities Act, for the issuer of such intercompany notes (in each case such evaluation to be made taking such intercompany notes together with all other securities of such issuer pledged to secure the notes) shall also be pledged as Collateral for the notes and the Note Guarantees. To the extent the issuer is a foreign subsidiary that is deemed to be a "controlled foreign corporation" under the United States Internal Revenue Code, the total value of such pledge of its intercompany notes shall in no event exceed 66% of the value of such notes plus the equity value of such Subsidiary.

        The property described above, as the same may be adjusted from time to time pursuant to the terms of the indenture and the Collateral Documents, is referred to collectively as the "Collateral." See "—Certain Covenants—Additional Note Guarantees and Collateral After the Issue Date."

        The proceeds held or received by the collateral agent in respect of any foreclosure on Collateral securing the notes will be applied first, to pay agent fees and expenses under the Credit Agreement, second to all obligations in respect of any letters of credit under the Credit Agreement, which were collectively $97.3 million at April 30, 2004, and all obligations outstanding in respect of letters of credit or revolving loans under any other Credit Facility permitted to be incurred under the indenture, and thereafter, on a pro rata basis, to all obligations in respect of (i) the notes, (ii) the Upsize Notes and (iii) all obligations in respect of term loans that refinance the notes. Concurrently with the exchange offer, Foster Wheeler LLC is offering $120 million of its notes in a private transaction, which we refer to as the Upsize Notes, with the same terms as the new notes (other than certain registration rights) for cash to certain holders of the 2005 notes and the convertible notes. Foster Wheeler intends to apply the net proceeds from the Upsize Notes offering first to reduce amounts outstanding under term loans under the Credit Agreement in full (which were approximately $49.7 million as of April 30, 2004) and second to permanently repay in full outstanding revolving credit borrowings under the Credit Agreement (which were approximately $69 million as of April 30, 2004).

        Under the terms of the notes, Foster Wheeler LLC is permitted to incur borrowings under a Credit Facility of up to $325,000,000 and, after                        , 2008, up to $445,000,000, in each case subject to the satisfaction of the Senior Debt to Consolidated Cash Flow Ratio contained in paragraph (b)(1) of the covenant described under the caption "—Certain Covenants—Limitation on Debt and Disqualified or Preferred Stock." The indenture and Collateral Documents governing the notes will permit Foster Wheeler LLC to grant a first priority lien on the Collateral securing the new notes to the lenders under any new Credit Facility permitted by the indenture. Under the terms of the Collateral Documents, any proceeds held or received by the collateral agent in respect of any Collateral securing the notes will be applied to obligations in respect of letters of credit or revolving loans under any Credit Facility to repay it in full before being applied to repay the notes or the Upsize Notes.

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        The value of the Collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers for the Collateral, and the value of the Collateral at the time of any attempted exercise of remedies may not be sufficient to repay obligations with respect to the notes. In addition, Foster Wheeler LLC and the relevant Guarantors will be permitted to dispose of assets, including Collateral, subject to the terms and conditions described in the indenture below under "—Certain Covenants—Limitation on Asset Sales." Upon a permitted disposition to a person other than the Company or any Restricted Subsidiary, the trustee will, subject to compliance with the Trust Indenture Act, be authorized to release the lien on the Collateral upon receipt by the trustee of notice requesting such release and describing the property to be so released, together with resolutions, certificates, opinions of counsel and proceeds of such disposition or substitute collateral, all as set forth in, and to the extent required by, the indenture and the Collateral Documents. Subject to the terms of the Intercreditor Agreement, if an Event of Default occurs under the indenture, the trustee, on behalf of the holders of the notes, in addition to any rights or remedies available to it under the indenture and the Collateral Documents, may take such action as it deems advisable to protect and enforce its rights in the Collateral, subject to the limitations outlined below. The proceeds of any sale of the Collateral following an Event of Default with respect to the notes may not be sufficient to satisfy payment due on the notes.

        The Collateral Documents provide that the lenders under the Credit Agreement will have an absolute block on the ability of the noteholders to exercise lien-related remedies with respect to the Collateral until the date that is 90 days after the occurrence of an Event of Default under the indenture, that has not been waived. Subsequent to the filing of an insolvency proceeding, the holders of the notes shall not (a) file any motion or take any position at any hearing or proceeding of any nature, or otherwise take any action, opposing or contesting (1) the extent, validity or effectiveness of the claims, liens and security interests of the lenders, (2) any request by the lenders for (A) adequate protection consisting of senior replacement liens, senior superpriority claims, the payment of interest, fees, expenses or other amounts due to the lenders or (B) the modification of the automatic stay imposed under Section 362 of the United States Bankruptcy Code to permit the lenders to reimburse funded letters of credit from cash held in escrow in respect of letters of credit or (b) contest that the obligations under the Credit Agreement and the notes are separate and distinct obligations and are not a part of the same secured claim in such insolvency proceedings. Any replacement liens and superpriority administrative expense claims granted to the holders of the notes as adequate protection shall be junior to all liens and superpriority administrative expense claims of the lenders, and any cash payments made to any of the lenders or the noteholders as adequate protection (other than in any event (i) the accrual and payment of post-petition interest and (ii) fees and expenses of advisors) shall be applied as set forth below. The proceeds held or received by the collateral agent in respect of any such sale (including but not limited to all amounts paid in respect of adequate protection but excluding (1) the accrual and payment of post-petition interest and (2) fees and expenses of advisors, in the case of each of the foregoing clauses (1) and (2) owing to either the lenders under the Credit Agreement or the holders of the notes) will be applied first to agent fees and expenses under the Credit Agreement, second to all obligations in respect of the letters of credit under the Credit Agreement, which were collectively $97.3 million at March 26, 2004 and any obligations in respect of letters of credit or revolving loans under any other Credit Facility permitted to be incurred under the indenture, third, to pay any other obligations under the Credit Agreement (including those arising under cash management or lending agreements), fourth, to all obligations under any new revolving Credit Facility permitted by the indenture, and thereafter, on a pro rata basis, to all obligations in respect of the notes, the Upsize Notes and all obligations in respect of term loans that refinance the notes.

        The liens that will secure the notes also secure the Credit Agreement and may secure any future Credit Facility. Any actions in respect of the Collateral, including the exercise of remedies and foreclosure, will require, until the payment in full of the obligations under the Credit Agreement, the exclusive consent of the lenders as set forth in the Credit Agreement (or, if applicable, the lenders

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under any other Credit Facility permitted by the indenture) but, except as provided above, not of the noteholders. Any amendment to the payment priorities will require the consent of the lenders and the noteholders, voting as separate classes. See "Risk Factors—Risk Factors Relating to Holders of 2005 Notes Participating in the Exchange Offer—If there is a default in respect of our obligations under the new notes, the value of the collateral securing the notes may not be sufficient to repay both the lenders under our senior secured credit agreement and/or any new senior secured credit facility permitted by the indenture, the holders of upsize notes and the holders of the new notes."

        To the extent that third parties hold Permitted Liens (as defined herein under "—Certain Definitions"), such third parties may have rights and remedies with respect to the property subject to such liens that, if exercised, could adversely affect the value of the sale of such collateral. Given the intangible nature of some of the collateral, any such sale of such collateral separately from the relevant company as a whole may not be feasible. Our ability to grant a first priority security interest in certain collateral may be limited by legal or other logistical considerations.

        So long as no Event of Default shall have occurred and be continuing, and subject to certain terms and conditions of the indenture and the collateral documents, we will be entitled to receive all cash dividends, interest and other payments made upon or with respect to the capital stock of any subsidiary and to exercise any voting, consensual or other rights pertaining to collateral pledged.

        Upon the full and final payment and performance of all of our obligations under the indenture and the notes, the collateral documents shall terminate, subject to the intercreditor agreement, and the pledged collateral shall be released.

Intercreditor Agreement

        We, the lenders party to the Credit Agreement, Bank of America, N.A., the collateral agent, holders of the notes, the Guarantors and the trustee on behalf of the noteholders, have agreed to the terms of an intercreditor agreement. The intercreditor agreement will provide, among other things, that (1) the lenders under the Credit Agreement have a first priority lien on all of the assets of Foster Wheeler LLC and the assets of certain subsidiaries that are co-borrowers or guarantors under the Credit Agreement, (2) no guarantee of the notes will be structurally senior to the guarantee of the obligations under and as defined in the Credit Agreement; (3) the notes shall have second priority perfected security interests in certain of the tangible and intangible property and assets of the guarantors of the Credit Agreement, including, without limitation, the outstanding capital stock of certain subsidiaries, cash, accounts receivables, deposit accounts, instruments, inventory, fixtures, machinery, equipment, intellectual property, real estate and proceeds. The intercreditor agreement shall further provide the lenders under the Credit Agreement with an absolute block on the ability of the noteholders to exercise lien-related remedies until 90 days after the occurrence of an event of default under the indenture, but only so long as the lender parties to the Credit Agreement are actively and diligently exercising remedies with respect to a material portion of the Collateral shared with the noteholders, and that subsequent to an insolvency proceeding, the noteholders shall not take any action contesting the extent, validity or priority of the lender claims, obligations or liens, and any replacement liens shall be junior to all liens or claims of the lenders.

Registration Rights

        As discussed above, Foster Wheeler LLC, and Foster Wheeler Ltd. have agreed with certain of the holders of the 2005 notes and the convertible notes that will hold 5% or more of Parent's voting shares upon consumation of the proposed exchange offer, that it will, at its cost, use commercially reasonable efforts to cause to become effective a shelf registration statement with respect to resales of such securities of Foster Wheeler LLC and Foster Wheeler Ltd., including the notes held by such holders and to keep the registration statement effective until the earlier of (i) the fifth anniversary of the

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effective date of the shelf registration statement, (ii) the date on which none of such holder beneficially owns 5% of the voting shares of Parent; provided that no voting shares acquired after the Issue Date by such holders shall be counted for this purpose, (iii) the date on which legal counsel to Parent delivers an opinion to such holder to the effect that such holder is not an affiliate, as that term is used in Rule 144 under the Securities Act and that all of such securities beneficially owned by such holders may be sold without registration under the Securities Act and counsel for the holder shall deliver a concurring opinion; provided that the holders have agreed to use their good faith efforts to obtain such concurring opinion or (iv) the date when all securities covered by the shelf registration statement have been sold pursuant to the shelf registration statement or have otherwise become freely tradable. Foster Wheeler LLC and Foster Wheeler Ltd. have agreed to file the registration statement relating to the shelf within 45 days of the Issue Date and to use its reasonable best efforts to have it declared effective within 90 days of the Issue Date. In the event Foster Wheeler LLC and Foster Wheeler Ltd. do not satisfy their registration obligations under this agreement within the time periods specified, they have agreed to pay these holders as a group liquidated damages in an aggregate amount of approximately $13,700 per day until such registration default is cured. Foster Wheeler LLC will, in the event of a shelf registration, provide copies of the prospectus to each holder that is entitled to include its notes under such shelf registration statement, notify each such holder when the shelf registration statement for the securities has become effective and take certain other actions as are required to permit resales of the securities. A holder that sells its securities pursuant to the shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreement that are applicable to a selling holder, including certain indemnification obligations. See "The Exchange Offer and Consent Solicitation—Registration Rights."

Optional Redemption

        Except as set forth in this section, the notes are not redeemable at the option of Foster Wheeler LLC.

        At any time prior to                        , 2006, Foster Wheeler LLC may, on any one or more occasions, redeem all or a part of the notes, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to the greater of (i) 101% of the principal amount of the notes to be redeemed and (ii) 100% of the principal amount of the notes to be redeemed plus the Applicable Premium as of the date of redemption, and in each case plus accrued and unpaid interest to, the date of redemption, subject to the rights of holders of the notes on the relevant record date to receive interest due on the relevant interest payment date.

        At any time and from time to time on or after                        , 2006, Foster Wheeler LLC may redeem the notes, in whole or in part, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the applicable redemption date if redeemed during the twelve-month period beginning on                        of the years indicated below:

Year	Percentage
2006	100% of principal plus 75% of coupon
2007	100% of principal plus 62.5% of coupon
2008	100% of principal plus 50% of coupon
2009	100% of principal plus 25% of coupon
2010	100% of principal

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        If fewer than all of the notes are being redeemed, the trustee will select the notes to be redeemed as follows: (1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or (2) if the notes are not listed on a national securities exchange, on a pro rata basis (based on amounts tendered), by lot or by any other method the trustee deems fair and appropriate, in denominations of $1 principal amount and multiples thereof.

        Upon surrender of any note redeemed in part, the holder will receive a new note equal in principal amount to the unredeemed portion of the surrendered note. Once notice of redemption is sent to the holders, notes called for redemption become due and payable at the redemption price on the redemption date, and, commencing on the redemption date, notes redeemed will cease to accrue interest.

        Foster Wheeler LLC may acquire notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisitions do not otherwise violate the terms of the indenture.

No Mandatory Redemption or Sinking Fund

        There will be no mandatory redemption or sinking fund payments for the notes.

Certain Covenants

        The indenture contains covenants including, among others, the following:

        Limitation on Debt and Disqualified or Preferred Stock.    (a) Foster Wheeler LLC

        (1)   will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and

        (2)   will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by Foster Wheeler LLC and/or a Restricted Subsidiary that is a Guarantor, so long as it is held);

provided that Foster Wheeler LLC may Incur, and may permit any Guarantor to Incur, Debt (including Acquired Debt) or Disqualified Stock, if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.0.

        (b)   Notwithstanding the foregoing, Foster Wheeler LLC and, to the extent provided below, any Restricted Subsidiary may Incur any of the following ("Permitted Debt"):

        (1)   Debt (including Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations) of Foster Wheeler LLC or any Guarantor pursuant to Credit Facilities (and of Restricted Subsidiaries pursuant to Guarantees of such Credit Facilities) so long as the aggregate amount of such Credit Facilities, including the Existing Letter of Credit Facility, does not exceed $250,000,000 (subject to reduction as provided in clause (z) below) at any one time outstanding, provided that

        (v)   the amount permitted by this paragraph (1) shall be $325,000,000 (subject to reduction as provided in clause (z) below) if the Senior Debt to Consolidated Cash Flow Ratio on the date of Incurrence of such Debt and on each day during the 90-day period most

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recently ended prior to the date of such incurrence (giving pro forma effect to such Incurrence as if such Incurrence had occurred on the first day of such period) is less than or equal to 3.50 to 1.0,

        (w)  the amount of revolving loans permitted by this paragraph (1) shall not exceed $75,000,000 at any one time outstanding;

        (x)   such Credit Facilities may in addition at any time after                        , 2008 be increased by $120,000,000 to $370,000,000 (or, if the conditions referred to in the foregoing clause (v) have been satisfied, to $445,000,000), in each case subject to reduction as provided in clause (z) below, to permit the Incurrence of Qualified Term Loans,

        (y)   no Restricted Subsidiary may be obligated (whether as borrower or a guarantor thereof) in respect of any Debt under any Credit Facility (including any increase thereof pursuant to the foregoing clauses (v) or (x)), unless such Restricted Subsidiary is a Guarantor under the Indenture, except that Excepted Non-Guarantor Subsidiaries may remain obligated in respect of a Guarantee of the Existing Letter of Credit Facility (but not any increase thereof) to the extent such Guarantee is in effect on the Issue Date and

        (z)   the permitted amounts of Debt described above (i.e. $250,000,000, $325,000,000, $370,000,000 and $445,000,000) shall be automatically reduced by the amount of the Net Cash Proceeds of Asset Sales applied to the permanent reduction of any Credit Facility pursuant to clause (a)(3)(A) of the covenant described under the caption "—Limitation on Asset Sales";

        (2)   (i) Debt of Foster Wheeler LLC, a Parent Guarantor or of any Restricted Subsidiary that is a Guarantor (Foster Wheeler LLC, each Parent Guarantor and any such Restricted Subsidiary being herein called an "Obligor"), owing to an Obligor; provided that (x) any such Debt is Incurred (A) pursuant to an intercompany note that is subordinated in right of payment to the payment in full in cash of such Obligor's obligations under the notes or its Note Guarantee thereof and such intercompany note is in the form attached to the indenture and pledged in accordance with the requirements described above under the caption "—Security" in favor of the trustee or the collateral agent or (B) pursuant to the Intercompany Cash Management Agreement provided that the obligations under the Intercompany Cash Management Agreement are subordinated in right of payment to the payment in full in cash of such Obligor's obligation under the notes or its Note Guarantee, and (y) any disposition, pledge or transfer of any such Debt to a Person (other than a disposition, pledge or transfer to an Obligor) shall be deemed to be an Incurrence of such Indebtedness by such Obligor not permitted by this clause (b)(2)(i);

         (ii)  Debt of any Obligor owing to any Restricted Subsidiary that is not a Guarantor; provided that such Debt is Incurred (A) pursuant to an intercompany note that is subordinated in right of payment to the payment in full in cash of such Obligor's obligations under the notes or its Note Guarantee thereof and such intercompany note is in the form attached to the indenture or (B) pursuant to the Intercompany Cash Management Agreement provided that the obligations under the Intercompany Cash Management Agreement are subordinated in right of payment to the payment in full in cash of such Obligor's obligation under the notes or its Note Guarantee; provided, further that any disposition, pledge or transfer of any such Debt to a Person (other than a disposition pledge or transfer to Foster Wheeler LLC or a Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness by such Obligor not permitted by this clause (b)(2)(ii);

        (iii)  Debt of a Restricted Subsidiary that is not a Guarantor owing to another Restricted Subsidiary that is not a Guarantor; provided that any disposition, pledge or transfer of any such Debt to a Person (other than a disposition, pledge or transfer to Foster Wheeler LLC or a

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Restricted Subsidiary) shall be deemed to be an incurrence of such Debt by the obligor not permitted by this clause (b)(2)(iii); and

        (iv)  Debt of any Restricted Subsidiary that is not a Guarantor owing to an Obligor; provided that such Debt is Incurred (A) pursuant to an intercompany note in the form attached to the indenture or (B) pursuant to the Intercompany Cash Management Agreement; provided, further, that any disposition, pledge or transfer of any such Debt to a Person (other than a disposition, pledge or transfer to Foster Wheeler LLC or a Restricted Subsidiary) shall be deemed to be an Incurrence of such Indebtedness by the Restricted Subsidiary not permitted by this clause (b)(iv).

        Notwithstanding the foregoing, any transaction pursuant to which any Restricted Subsidiary, which holds debt owing by Foster Wheeler LLC or any Restricted Subsidiary, ceases to be a Restricted Subsidiary shall be deemed to be the Incurrence of Debt of such Restricted Subsidiary that is not permitted by this clause (b)(2).

        (3)   Debt of Foster Wheeler LLC pursuant to the notes and the Upsize Notes and Debt of any Guarantor pursuant to a Note Guarantee of the notes or the Upsize Notes, in any case not to exceed $270,000,000 in aggregate principal amount;

        (4)   any other Debt of Foster Wheeler LLC or any Restricted Subsidiary outstanding on March 26, 2004 (other than (x) Debt outstanding under the Credit Agreement, as to which the provisions of clause (b)(1) above shall be applicable or (y) Debt outstanding under the U.K. Credit Facility, as to which the provisions of clause (b)(10) below shall be applicable); provided, that the amount of such Debt (excluding intercompany Debt and Trade Obligations) shall not exceed $1,527,780,000 in the aggregate and the amount of such Debt outstanding at Restricted Subsidiaries that are not Guarantors shall not exceed $624,596,000 in the aggregate, in each case excluding amounts exchanged for Capital Stock in the exchange offer;

        (5)   Debt ("Permitted Refinancing Debt") of Foster Wheeler LLC or any Restricted Subsidiary constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, "refinance") then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus any associated premiums and reasonable fees and expenses; provided that

        (A)  in case the Debt to be refinanced is subordinated in right of payment to the notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the notes at least to the extent that the Debt to be refinanced is subordinated to the notes,

        (B)  the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced,

        (C)  the new Debt is incurred by the obligor on the Debt being refinanced; provided, however, if the Debt being refinanced is Debt of a Restricted Subsidiary that is not a Guarantor, such Debt may be refinanced by the Company or a Restricted Subsidiary that is a Guarantor, and

        (D)  Debt Incurred pursuant to clauses (1), (2), (6), (8), (9), (10), (11), (13), (14) and (15) may not be refinanced pursuant to this clause, and no amount of Debt outstanding on March 26, 2004 that is exchanged for Capital Stock in the proposed exchange offer may be refinanced pursuant to this clause (5).

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        (6)   Hedging Agreements of Foster Wheeler LLC or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of Foster Wheeler LLC and its Restricted Subsidiaries and not for speculation;

        (7)   Debt of Foster Wheeler LLC or any Restricted Subsidiary, which may include Capital Leases, Incurred after March 26, 2004 no later than 180 days after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or cost of construction or improvement; provided that the aggregate principal amount of any Debt Incurred pursuant to this clause (b)(7), including all Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause (b)(7), may not exceed $60,000,000 at any one time outstanding;

        (8)   Debt of Foster Wheeler LLC and/or any Restricted Subsidiary consisting of a Guarantee of Debt of a Joint Venture not to exceed $75,000,000 in aggregate principal amount at any one time outstanding (the amount of Debt arising from any such Guarantee to be determined as provided in clause (F) of the definition of "Debt");

        (9)   Debt of any Obligor, consisting of a Guarantee of Debt of any other Obligor, and Debt of any Restricted Subsidiary that is not a Guarantor, consisting of a Guarantee of Debt of Foster Wheeler LLC or any Restricted Subsidiary, in each case Incurred under any other clause of this covenant;

        (10) Debt (including Debt in respect of the U.K. Credit Facility) of any Foreign Restricted Subsidiary that is not a Guarantor Incurred after March 26, 2004 in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding;

        (11) Debt in an aggregate amount up to $35,000,000 Incurred by Martinez Cogen Limited Partnership ("Martinez") to finance the repurchase or redemption of all of the Equity Interests in such entity held by Persons other than Foster Wheeler LLC or any Subsidiary; provided that the Fixed Charge Coverage Ratio immediately after giving effect to Incurrence of such Debt and the acquisition of the Equity Interests of Martinez exceeds the Fixed Charge Coverage Ratio immediately prior to the Incurrence of such Debt; provided further that following any Incurrence of Debt made in reliance of this clause (11), no Restricted Subsidiary other than a Guarantor shall be permitted to make loans to Martinez, unless and until Martinez becomes a Guarantor of the notes, regardless of paragraph (b)(2) hereof;

        (12) Guarantees by Foster Wheeler LLC or any Restricted Subsidiary of Debt of a customer or a third-party guarantor of such customer's Debt to a governmental export credit agency, to the extent that such Guarantee obligation is conditioned on a failure to perform by Foster Wheeler LLC, any Restricted Subsidiary or a Controlled Joint Venture under an engineering procurement or construction contract entered into with such customer or third-party guarantor; provided that any payments made pursuant to such Guarantee shall be deemed to be the Incurrence of Debt by Foster Wheeler LLC or such Restricted Subsidiary that is not permitted pursuant to this clause (b)(12);

        (13) Trade Obligations of Foster Wheeler LLC or any of its Restricted Subsidiaries, until such time as any amounts are drawn thereunder (with such draw constituting an Incurrence of Debt not permitted by this clause (13) on the date of such draw with the amount of the Incurrence being equal to the amount of such draw); provided that Trade Obligations issued under the Credit Agreement or any Credit Facility must be permitted under clause (b)(1) of this covenant;

        (14) Performance Obligations of any Obligor constituting letters of credit issued under the Credit Agreement or any replacement Credit Facility in compliance with the requirements of clause (b)(1) of this covenant;

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        (15) Performance Obligations of Foster Wheeler LLC or any Restricted Subsidiary; provided that the aggregate amount of Encumbered Performance Obligations of Foster Wheeler LLC or such Restricted Subsidiaries shall not exceed $275,000,000 at any one time outstanding; and

        (16) Debt of Foster Wheeler LLC or any Restricted Subsidiary Incurred after March 26, 2004 not otherwise permitted hereunder in an aggregate principal amount at any time outstanding not to exceed $30,000,000 (which may include any Debt incurred for any purpose, including but not limited to the purposes referred to in clauses (1) through (15) above); provided, however, not more than $10,000,000 in aggregate principal amount at any one time outstanding pursuant to this clause (b)(16) may be incurred by Restricted Subsidiaries that are not also Guarantors.

        For purposes of determining compliance with this "—Limitation on Debt and Disqualified or Preferred Stock" covenant:

        (1)   in the event that an item of proposed Debt (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) above, or is entitled to be Incurred pursuant to the first paragraph of this covenant, Foster Wheeler LLC will be permitted to classify (or later reclassify in whole or in part) such item of Debt in any manner that complies with this covenant; and

        (2)   the accrual of interest, the accretion or amortization of original issue discount and the payment of interest on any Debt in the form of additional Debt with the same terms will not be deemed to be an incurrence of Debt for purposes of this covenant.

        (c)   Foster Wheeler LLC agrees to terminate and cause its Restricted Subsidiaries to terminate the Foothill Facility on October 1, 2004, if it has not earlier been terminated. Foster Wheeler LLC agrees not to Incur any Debt thereunder prior to such termination.

        (d)   For purposes hereof, any Indebtedness Incurred by Foster Wheeler LLC or any of its Restricted Subsidiaries subsequent to March 26, 2004 and still outstanding on the Issue Date shall be deemed to have been Incurred on the Issue Date (and, to the extent that such Indebtedness would not have been permitted to be Incurred at such time under this covenant, Foster Wheeler LLC shall be deemed to be in breach of this covenant).

        Limitation on Restricted Payments.    (a) Foster Wheeler LLC will not, and will not permit any Restricted Subsidiary to, directly or indirectly (the payments and other actions described in the following clauses being collectively called "Restricted Payments"):

          (i)  declare or pay any dividend or make any distribution on its Equity Interests (other than dividends or distributions paid in Foster Wheeler LLC's Qualified Equity Interests) held by Persons other than Foster Wheeler LLC or any of its Restricted Subsidiaries;

         (ii)  purchase, redeem or otherwise acquire or retire for value any Equity Interests of Foster Wheeler LLC or any Restricted Subsidiary held by Persons other than Foster Wheeler LLC or any of its Restricted Subsidiaries;

        (iii)  repay, redeem, repurchase, defease or otherwise acquire or retire for value, or make any payment on or with respect to Subordinated Debt (other than among Foster Wheeler LLC and any of its Restricted Subsidiaries or any Restricted Subsidiary and any other Restricted Subsidiaries) except payments of interest and principal at Stated Maturity; or

        (iv)  make any Investment other than a Permitted Investment;

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unless, at the time of, and after giving effect to, the proposed Restricted Payment:

        (1)   no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment,

        (2)   Foster Wheeler LLC at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable period could Incur at least $1.00 of Debt under the first paragraph of the covenant described above under the caption "—Limitation on Debt and Disqualified or Preferred Stock", and

        (3)   the aggregate amount expended by Foster Wheeler LLC and its Restricted Subsidiaries for all Restricted Payments made after March 26, 2004 would not, subject to paragraph (c), exceed the sum of

        (A)  50% of the aggregate amount of the Consolidated Net Income (or, if the Consolidated Net Income is a loss, minus 100% of the amount of the loss) accrued on a cumulative basis during the period, taken as one accounting period, beginning on the first day of the fiscal quarter in which the Issue Date occurs and ending on the last day of Foster Wheeler LLC's most recently completed fiscal quarter for which internal financial statements are available; plus

        (B)  subject to paragraph (c), the aggregate net cash proceeds received by Foster Wheeler LLC (other than from a Subsidiary) after the Issue Date,

        (i)    from the issuance and sale of its Qualified Equity Interests, including by way of issuance of its Disqualified Equity Interests or Debt to the extent since converted into Qualified Equity Interests of Foster Wheeler LLC (but excluding any Qualified Equity Interests to the extent issued in or in connection with the proposed exchange offer or offering), or

        (ii)   as a contribution to its common equity; plus

        (C)  an amount equal to the sum, for all Unrestricted Subsidiaries, of the following:

        (x)   the cash return, after March 26, 2004, on Investments in any Unrestricted Subsidiary made after March 26, 2004 pursuant to this paragraph (a) as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (including any dividends or other distributions paid in cash to Foster Wheeler LLC or any Restricted Subsidiary), plus

        (y)   the portion (proportionate to Foster Wheeler LLC's equity interest in such Subsidiary) of the Fair Market Value of the assets less liabilities of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary,

not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments made after March 26, 2004 by Foster Wheeler LLC and its Restricted Subsidiaries in such Unrestricted Subsidiary pursuant to this paragraph (a); plus

        (D)  to the extent not already included in clause (3)(A) above, the cash return on any other Investment made after March 26, 2004 pursuant to this paragraph (a), as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (including any dividends or other distributions paid in cash to Foster Wheeler LLC or any Restricted Subsidiary), in an amount equal to the lesser of (x) the initial amount of such Investment so made and (y) the cash return of capital with respect to such Investment less the cost of disposition, if any.

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        The amount expended in any Restricted Payment, if other than in cash, will be deemed to be the Fair Market Value of the relevant non-cash assets.

        (b)   The foregoing will not prohibit:

        (1)   the payment of any dividend within 60 days after the date of declaration thereof if, at the date of declaration, such payment would comply with paragraph (a);

        (2)   dividends or distributions by a Restricted Subsidiary (A) payable, on a pro rata basis or on a basis more favorable to Foster Wheeler LLC, to all holders of any class of Capital Stock of such Restricted Subsidiary a majority of which is held, directly or indirectly through Restricted Subsidiaries, by Foster Wheeler LLC or (B) required to be paid by Martinez Cogen Limited Partnership in accordance with the terms of its partnership agreement as in effect on the Issue Date;

        (3)   the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Debt with the proceeds of, or in exchange for, Permitted Refinancing Debt;

        (4)   the purchase, redemption or other acquisition or retirement for value of Equity Interests of a Controlled Joint Venture (but only if it has continuing operations and is not winding down) or a Joint Venture (or the acquisition of all the outstanding Equity Interests of any person that conducts no material operations and has no material assets or liabilities other than the ownership of Equity Interests in a Joint Venture) in exchange for, or out of the proceeds of a substantially concurrent offering of, Qualified Equity Interests of Foster Wheeler LLC or of a cash contribution to the common equity of Foster Wheeler LLC;

        (5)   the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Debt of Foster Wheeler LLC in exchange for, or out of the proceeds of, a substantially concurrent offering of, Qualified Equity Interests of Foster Wheeler LLC or of a cash contribution to the common equity of Foster Wheeler LLC;

        (6)   any Investment consisting of Guarantees permitted to be incurred pursuant to clause (8) of paragraph (b) of the covenant described above under the caption "—Limitation on Debt and Disqualified or Preferred Stock";

        (7)   the purchase, redemption or other acquisition or retirement for value of Equity Interests of Foster Wheeler LLC or Parent held by officers, directors or employees or former officers, directors or employees (or their estates or beneficiaries under their estates), upon death, disability, retirement, severance or termination of employment or pursuant to any agreement or employee benefit or welfare plan under which the Equity Interests were issued; provided that the aggregate cash consideration paid therefor in any fiscal year after March 26, 2004 does not exceed an aggregate amount of $2,500,000;

        (8)   Payments to, or for the account of, any Parent Guarantor (to the extent such payment constitutes a Restricted Payment) of (i) amounts to be used solely to pay Federal, state and local (including any foreign) taxes during any period, in an amount not to exceed the amount of taxes Foster Wheeler LLC and its Restricted Subsidiaries would pay on a stand alone basis with respect to such period (had it been treated during such period and all prior periods, together with its Restricted Subsidiaries, as a separate taxpayer); provided that such amounts shall be used within 90 days of the payment to Parent Guarantor to pay such taxes, (ii) amounts to be used within 90 days of the payment solely to pay reasonable corporate overhead and management expenses in the ordinary course of business, relating to the management of Foster Wheeler LLC and its Restricted Subsidiaries, pursuant to a management agreement or otherwise, (iii) up to $2,000,000 per fiscal year to be used to pay corporate overhead and management expenses not in the ordinary

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course of business relating to the management of Foster Wheeler LLC and its Restricted Subsidiaries pursuant to a management agreement or otherwise, and (iv) the amount necessary to pay principal and any interest, when due, on the Convertible Notes that remain outstanding after the exchange offer;

        (9)   the payment of cash dividends on any Disqualified Stock of Foster Wheeler LLC or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary existing on March 26, 2004 or Incurred after March 26, 2004 in compliance with paragraph (a) of the covenant described above under the caption "—Limitation on Debt and Disqualified or Preferred Stock";

        (10) the repurchase of any Subordinated Debt for a purchase price not greater than 101% of the principal amount thereof in the event of (x) a change of control pursuant to a provision no more favorable to the holders thereof than that contained in the covenant described below under the caption "—Repurchase of Notes Upon a Change of Control" or (y) any Asset Sale pursuant to a provision no more favorable to the holders thereof than that contained in the covenant described below under the caption "—Limitation on Asset Sales"; provided that, in each case, prior to the repurchase Foster Wheeler LLC has made an Offer to Purchase and has repurchased all notes issued under the indenture that were validly tendered for payment in connection with the offer to purchase;

        (11) other Restricted Payments in an aggregate principal amount not to exceed $25,000,000 after March 31, 2004;

        (12) any Investment made in exchange for, or out of the net cash proceeds of, a substantially concurrent offering of Qualified Equity Interests of Foster Wheeler LLC or a cash contribution to the common equity of Foster Wheeler LLC; and

        (13) any Investment in an Unrestricted Subsidiary in an aggregate amount not to exceed $8,000,000;

        (14) any purchase by Foster Wheeler LLC or a Restricted Subsidiary from Parent of common shares of Parent; provided that the full consideration paid or delivered for such common shares is immediately reinvested in Foster Wheeler LLC; provided further that such amount may be further reinvested by Foster Wheeler LLC and thereafter may be reinvested by each Subsidiary of Foster Wheeler LLC until it has been reinvested in the Restricted Subsidiary that originally purchased such shares; and

        (15) the proposed exchange offer and the transactions contemplated thereby.

provided that, in the case of clauses (4), (5), (6), (7), (8)(iii) and (iv), (9), (10), (11), (12) and (13), no Default has occurred and is continuing or would occur as a result thereof.

        (c)   Proceeds of the issuance of Qualified Equity Interests will be included under clause (3)(B) of paragraph (a) only to the extent they are not applied as described in clause (4), (5) (12), (14) or (15) of paragraph (b). Restricted Payments permitted pursuant to clause (2), (3), (4), (5), (6), (8)(i), 8(ii) or (9) of paragraph (b) will not be included in making the calculations under clause (3) of paragraph (a).

        (d)   For purposes hereof, any Investments made by Foster Wheeler LLC or any of its Restricted Subsidiaries subsequent to March 26, 2004 shall be deemed to have been made on the Issue Date (and, to the extent that such Investments would not have been permitted to be made at such time under this covenant, Foster Wheeler LLC shall be deemed to be in breach of this covenant).

        Limitation on Liens.    Foster Wheeler LLC will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur or permit to exist any Lien of any nature whatsoever on any of its

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properties or assets, whether owned at the Issue Date or thereafter acquired, or any proceeds, income or profits therefrom or assign or convey any right to receive income therefrom, other than Permitted Liens, provided that the foregoing shall not apply, with respect to any such property or assets (other than the Collateral), to the extent that Foster Wheeler LLC or such Restricted Subsidiary effectively provides that the notes are secured equally and ratably with (or, if the obligation to be secured by the Lien is subordinated in right of payment to the notes or any Note Guarantee, prior to) the obligations so secured for so long as such obligations are so secured.

        Limitation on Sale and Leaseback Transactions.    Foster Wheeler LLC will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any property or asset, unless:

        (A)  Foster Wheeler LLC or the Restricted Subsidiary would be permitted to Incur Debt in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the covenant described above under the caption "—Limitation on Debt and Disqualified or Preferred Stock";

        (B)  Foster Wheeler LLC or the Restricted Subsidiary would be permitted to create a Lien on such property or asset securing such Attributable Debt pursuant to the covenant described above under the caption "—Limitation on Liens"; and

        (C)  the transfer of assets in the Sale and Leaseback Transaction is made in accordance with the covenant described below under the caption "—Limitation on Asset Sales."

        Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.    (a) Except as provided in paragraph (b), Foster Wheeler LLC will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual restriction of any kind on the ability of any Restricted Subsidiary to

        (1)   pay dividends or make any other distributions on any Equity Interests of such Restricted Subsidiary owned by Foster Wheeler LLC or any other Restricted Subsidiary,

        (2)   make loans or advances to Foster Wheeler LLC or any other Restricted Subsidiary, or

        (3)   transfer any of its property or assets to Foster Wheeler LLC or any other Restricted Subsidiary.

        (b)   The provisions of paragraph (a) do not apply to any encumbrances or restrictions

        (1)   existing on the Issue Date in the indenture, the guarantees, the Collateral Documents or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing, taken as a whole, are not materially less favorable to the noteholders (as determined in the reasonable judgment of Foster Wheeler LLC) than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

        (2)   existing in the Credit Facilities;

        (3)   existing under or by reason of applicable law or governmental regulation;

        (4)   existing (A) with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by Foster Wheeler LLC or any Restricted Subsidiary (except to the extent such encumbrance was incurred in connection with or in contemplation of such acquisition), or (B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, and, in each case, any extensions, renewals, replacements or

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refinancings of any of the foregoing, provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the noteholders (as determined in the reasonable judgment of Foster Wheeler LLC) than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

        (5)   of the type described in clause (a)(3) of this covenant arising or agreed to in the ordinary course of business (i) that restrict in a customary manner the chartering, subletting, assignment or transfer of any property or asset that is subject to a lease or license (but only to the extent that such restriction is imposed by the instruments pursuant to which such lease or license is created), (ii) that restrict the transfer of property or assets of Foster Wheeler LLC or any Restricted Subsidiary subject to a Lien permitted under the indenture (but only to the extent that such restriction is imposed by the instruments pursuant to which such Lien, or the obligation secured thereby, is created) or (iii) that restrict the transfer of property or assets of Foster Wheeler LLC or any Restricted Subsidiary that is subject to a merger agreement, stock or asset purchase agreement or similar agreement, so long as any such transfer is otherwise permitted under the indenture and such restriction is imposed only during the period pending such disposition (so long as such restriction does not continue for more than a customary period for transactions of such type);

        (6)   contained in the terms governing any Debt (other than Trade Obligations) otherwise permitted under the indenture, if (as determined in the reasonable judgment of Foster Wheeler LLC) the encumbrances or restrictions are necessary or required to enable Foster Wheeler LLC or such Restricted Subsidiary to obtain or maintain a financing of that type; or

        (7)   set forth in the indenture, the guarantees or any Collateral Document.

        Repurchase of Notes upon a Change of Control.    Not later than 30 days following a Change of Control, Foster Wheeler LLC will make an Offer to Purchase all outstanding notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest to the date of purchase.

        An "Offer to Purchase" must be made by written offer, which will specify the principal amount of notes subject to the offer and the purchase price. The offer must specify an expiration date (the "expiration date") not less than 30 days or more than 60 days after the date of the offer and a settlement date for purchase (the "purchase date") not more than five Business Days after the expiration date. The offer will contain instructions and materials necessary to enable holders to tender notes pursuant to the offer.

        A holder may tender all or any portion of its notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a note tendered must be in a multiple of $1,000 principal amount. Holders are entitled to withdraw notes tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable on each note accepted for purchase pursuant to the Offer to Purchase, and interest on notes purchased will cease to accrue on and after the purchase date.

        Foster Wheeler LLC will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

        The existing Credit Agreement provides that the occurrence of certain change of control events with respect to Foster Wheeler LLC would constitute a default thereunder. In the event a Change of Control occurs, Foster Wheeler LLC could seek the consent of the Credit Agreement lenders to the purchase of notes or could attempt to refinance the Credit Agreement. If Foster Wheeler LLC were not able to obtain that consent or to refinance, it would continue to be prohibited from purchasing

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notes. In that case, Foster Wheeler LLC's failure to purchase tendered notes would constitute an Event of Default under the indenture, which would in turn constitute a default under the Credit Agreement.

        Future debt of Foster Wheeler LLC may prohibit Foster Wheeler LLC from purchasing notes in the event of a Change of Control, provide that a Change of Control is a default or require repurchase upon a Change of Control. Moreover, the exercise by the noteholders of their right to require Foster Wheeler LLC to purchase the notes could cause a default under other debt, even if the Change of Control itself does not, due to the financial effect of the purchase on Foster Wheeler LLC.

        Finally, Foster Wheeler LLC's ability to pay cash to the noteholders following the occurrence of a Change of Control may be limited by Foster Wheeler LLC's then existing financial resources. There may not be sufficient funds available when necessary to make the required purchase of the notes. See "Risk Factors—Risks related to Holders of 2005 Notes Participating in the Exchange Offer—We may be unable to repurchase the new notes, upsize notes or 2005 notes which remain upon a change of control or in the event of certain asset sales as required by the indenture."

        The phrase "all or substantially all", as used with respect to the assets of Foster Wheeler LLC or Parent in the definition of "Change of Control", is subject to interpretation under applicable law, and its applicability in a given instance would depend upon the facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of "all or substantially all" the assets of Foster Wheeler LLC or Parent has occurred in a particular instance, in which case a holder's ability to obtain the benefit of these provisions could be unclear.

        Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holder of the notes to require that Foster Wheeler LLC purchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

        Foster Wheeler LLC will not be required to make an Offer to Purchase upon a Change of Control if a third party makes the Offer to Purchase at the same time, at the same premium and otherwise in compliance with the requirements applicable to an Offer to Purchase made by Foster Wheeler LLC and purchases all notes validly tendered and not withdrawn under such Offer to Purchase.

        The provisions of this covenant will be applicable regardless of whether the provisions of the covenant described under the caption "—Consolidation; Merger or Sale of Assets" are also applicable. The provisions under the indenture relating to Foster Wheeler LLC's obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or amended as described in "—Amendments and Waivers."

        Limitation on Asset Sales.    (a) Foster Wheeler LLC will not, and will not permit any Restricted Subsidiary to, make any Asset Sale unless the following conditions are met:

        (1)   The Asset Sale is for Fair Market Value.

        (2)   At least 75% of the consideration for such Asset Sale consists of cash or Cash Equivalents received at closing. (For purposes of this clause (2), (x) the assumption by the purchaser of (i) Debt or other obligations (other than contingent liabilities and Subordinated Debt) of Foster Wheeler LLC or a Restricted Subsidiary pursuant to a customary novation agreement that releases Foster Wheeler LLC or such Restricted Subsidiary from any further liability, and (ii) instruments or securities received from the purchaser that are promptly, but in any event within 90 days of the closing, converted by Foster Wheeler LLC or such Restricted Subsidiary to cash or Cash Equivalents, to the extent of the cash or Cash Equivalents actually so received, and (y) stock or assets of the kind referred to in clause (3)(B) of this covenant, shall each be considered cash received at closing.)

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        (3)   Within 12 months of the receipt of any Net Cash Proceeds from an Asset Sale, the Net Cash Proceeds may be used

        (A)  to permanently repay (i) senior secured Debt of Foster Wheeler LLC or any Restricted Subsidiary (and in the case of a revolving credit, permanently reduce the commitment thereunder by such amount), that is senior in respect of liens to the Notes, (ii) Debt of any Restricted Subsidiary that is not a Guarantor that makes an Asset Sale with the proceeds of such Asset Sale, in each case owing to a Person other than Foster Wheeler LLC or any Restricted Subsidiary and required to be prepaid from such Net Cash Proceeds, provided, that the Net Cash Proceeds from an Asset Sale by Foster Wheeler LLC or any Restricted Subsidiary that is a Guarantor shall be applied only to repay Debt of Foster Wheeler LLC or another Restricted Subsidiary that is a Guarantor and (iii) Debt of Foster Wheeler LLC or any Restricted Subsidiary ranking pari passu in respect of liens with the notes so long as a ratable repayment offer shall be made to the holders of the notes, or

        (B)  to acquire all or substantially all of the assets of, or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary, to make capital expenditures or otherwise acquire assets to be used or useful in the business of Foster Wheeler LLC or any Restricted Subsidiary; provided that if Foster Wheeler LLC or any Restricted Subsidiary contracts to acquire assets to make capital expenditures with Net Cash Proceeds within the applicable 12-month period it shall be deemed to have so applied such Net Cash Proceeds in accordance with this subclause (B) if such Net Cash Proceeds are so applied within 24 months of the applicable Asset Sale.

        (4)   The Net Cash Proceeds of an Asset Sale under this paragraph (a) not applied pursuant to clause (3) within the periods specified constitute "Excess Proceeds". Excess Proceeds of less than $15,000,000 will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds $15,000,000, Foster Wheeler LLC must, within 30 days thereafter, make an Offer to Purchase to all holders of notes and all holders of other Debt that ranks pari passu with, or senior to, the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase or redemption with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other Debt that may be purchased out of the Excess Proceeds on a pro rata basis. Upon completion of the Offer to Purchase under this paragraph (a), Excess Proceeds will be reset at zero, and any Excess Proceeds remaining after consummation of the Offer to Purchase may be used for any purpose not otherwise prohibited by the indenture.

        (b)   The purchase price for the notes for any offer under paragraph (a) above will be 100% of the principal amount plus accrued interest to the date of purchase. If the Offer to Purchase is for less than all of the outstanding notes and notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, Foster Wheeler LLC will purchase notes having an aggregate principal amount equal to the purchase amount on a pro rata basis along with such other pari passu Debt with similar terms, with adjustments so that only notes in multiples of $1,000 principal amount will be purchased.

        (c)   Pending the final application of any Net Cash Proceeds, Foster Wheeler LLC and any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the indenture.

        (d)   All Net Cash Proceeds from an Event of Loss shall be invested as set forth in paragraph (a)(3) and treated as Excess Proceeds under paragraph (a)(4) and applied as set forth therein, all within the periods and as otherwise provided in such clauses.

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        Foster Wheeler LLC will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

        The existing Credit Agreement limits Foster Wheeler LLC's ability to apply all of the proceeds of an Asset Sale towards the purchase of notes in the event of an Asset Sale. In the event an Asset Sale occurs, Foster Wheeler LLC could seek the consent of the Credit Agreement lenders to the purchase of notes or could attempt to refinance the Credit Agreement. If Foster Wheeler LLC were not able to obtain that consent or to refinance, it would continue to be limited in its ability to purchase notes. In that case, Foster Wheeler LLC's failure to purchase tendered notes, if so required, would constitute an Event of Default under the indenture, which would in turn constitute a default under the Credit Agreement.

        Limitation on Transactions with Affiliates.    (a) Foster Wheeler LLC will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with (x) any holder, or any Affiliate of any holder, of 10% or more of the Voting Stock of Parent or (y) any Affiliate of either Foster Wheeler LLC or any Restricted Subsidiary (a "Related Party Transaction"), except upon fair and reasonable terms that are no less favorable to Foster Wheeler LLC or the Restricted Subsidiary than could reasonably be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of Foster Wheeler LLC or any of its Subsidiaries.

        (b)   Prior to entering into any Related Party Transaction or series of related Related Party Transactions with an aggregate value in excess of $10,000,000, Foster Wheeler LLC must deliver to the Trustee a resolution certifying that such Related Party Transaction complies with clause (a) of the covenant "—Limitation on Transactions with Affiliates" and that such Related Party Transaction has been approved by resolution of not less than a majority of the board of directors of Parent who are disinterested in the subject matter of the transaction. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $15,000,000, Foster Wheeler LLC must in addition to the requirements of the immediately preceding sentence obtain and deliver to the trustee a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to Foster Wheeler LLC and its Restricted Subsidiaries from a financial point of view.

        (c)   The foregoing paragraphs (a) and (b) do not apply to

        (1)   any transaction between Foster Wheeler LLC and any of its Restricted Subsidiaries or between Restricted Subsidiaries of Foster Wheeler LLC;

        (2)   the payment of reasonable and customary regular fees to directors of Foster Wheeler LLC who are not employees of Foster Wheeler LLC;

        (3)   any Restricted Payments and any contracts relating thereto of a type described in one of the first three numbered paragraphs of paragraph (a) under the covenant described above under the caption "—Limitation on Restricted Payments" if permitted by that covenant, and any Permitted Investment; provided that any such Permitted Investment described in clauses (3), (4), (5), (7), (8), (9), (12) or (14) of the definition of Permitted Investments is made upon fair and reasonable terms that are no less favorable to Foster Wheeler LLC or the Restricted Subsidiary than could reasonably be obtained in a comparable arm's length transaction;

        (4)   transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business, and loans and

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advances to employees or consultants and Guarantees that constitute Permitted Investments pursuant to clause (11) of the definition of that term;

        (5)   transactions entered into as part of a Permitted Receivables Financing;

        (6)   transactions pursuant to any contract or agreement in effect on the Issue Date, as any such contract or agreement may be amended, modified or replaced (including successive replacements) from time to time, so long as the amended, modified or new contract or agreement, taken as a whole, is no less favorable to Foster Wheeler LLC and its Restricted Subsidiaries than the contract or agreement being amended, modified or replaced, as in effect on the Issue Date;

        (7)   transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the indenture, which are fair to Foster Wheeler LLC or its Restricted Subsidiaries, or are on terms, taken as a whole, at least as favorable as could reasonably have been obtained in a comparable arm's length transaction; or

        (8)   Performance guarantees (including under engineering, procurement or construction contracts or otherwise) entered into in the ordinary course of business with respect to Unrestricted Subsidiaries and Joint Ventures.

        Additional Note Guarantees and Collateral After the Issue Date.    (a) If any domestic Subsidiary (other than a Subsidiary that is designated an Unrestricted Subsidiary) is formed or acquired or any Subsidiary becomes a domestic Subsidiary (other than a Subsidiary that is designated an Unrestricted Subsidiary), in each case after the Issue Date, Foster Wheeler LLC will as promptly as practicable (but in no event later than 10 Business Days after such formation or acquisition) cause the Subsidiary to deliver a Note Guarantee by executing a supplemental indenture to the indenture and to pledge its assets as required by the Collateral Documents and the indenture; provided that no Non-Wholly Owned Subsidiary shall be required to execute a Note Guarantee or pledge its assets to the extent it is prevented from doing so under the terms of its organizational documents.

        (b)   If Foster Wheeler LLC or any Guarantor shall acquire after the Issue Date any real or personal property that is required to become Collateral under the terms of the Collateral Documents, Foster Wheeler LLC or such Guarantor shall, as promptly as practicable (but in no event later than 10 Business Days after such acquisition, in the case of domestic Collateral, or 60 days after such acquisition, in the case of foreign Collateral, and in any event no later than the date on which the actions described in clauses (i) and (ii) of this paragraph are completed to secure any Credit Facility) (i) execute and deliver such mortgages, pledge agreements, other security instruments and financing statements as shall be necessary to cause such property to become Collateral subject to the Lien of the Collateral Documents for the benefit of the note holders, subject to Permitted Liens and other exceptions applicable to the Collateral on the Issue Date and (ii) cause to be delivered one or more Opinions of Counsel substantially to the effect of the matters referred to in clause (i), provided that the foregoing shall not apply as to any property having a fair market value of less than $1,000,000.

        (c)   Notwithstanding clauses (a) and (b) above, after the Issue Date, (i) if any Restricted Subsidiary, other than an Excepted Non-Guarantor Subsidiary (as defined below), concurrently provides a guarantee under the Credit Agreement or any Credit Facility permitted under paragraph (b)(1) under the covenant described above under the caption "—Limitation on Debt and Disqualified or Preferred Stock," such Restricted Subsidiary shall be required to execute a Note Guarantee or (ii) if Foster Wheeler LLC or any of its Restricted Subsidiaries grants a Lien upon any of its property or assets to secure any Credit Facility permitted under paragraph (b)(1) under the covenant described above under the caption "—Limitation on Debt and Disqualified or Preferred Stock," the respective grantor shall concurrently grant a Lien equivalent in scope as collateral security for the notes.

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        (d)   No Excepted Non-Guarantor Subsidiary:

        (1)   may Incur any Debt (other than refinancing of Debt outstanding on March 26, 2004) except intercompany Debt as permitted below;

        (2)   may engage in any line of business other than that in which it was engaged on March 26, 2004; or

        (3)   sell any of its assets (other than to Foster Wheeler LLC or any Guarantor), or acquire any assets from any other Person, other than in the ordinary course of its business,

unless and until such Excepted Non-Guarantor Subsidiary executes a Note Guarantee, after which time it will no longer be considered an Excepted Non-Guarantor Subsidiary. In addition, neither Foster Wheeler LLC nor any of its Restricted Subsidiaries shall make any Investment (including in the form of loans) in Excepted Non-Guarantor Subsidiaries after March 26, 2004 other than Investments that, in the aggregate as to all Excepted Non-Guarantor Subsidiaries, do not exceed $2,000,000.

        (e)   After the Issue Date, Foster Wheeler Europe Limited shall (i) continue to hold 100% of the Capital Stock of Foster Wheeler Limited (England) and Foster Wheeler Continental Europe S.r.l.; provided that Foster Wheeler Continental Europe S.r.l. shall be permitted to merge into one of its Subsidiaries so long as following such merger, Foster Wheeler Europe Limited directly holds 100% of the surviving entity and (ii) not Incur any additional Debt (other than intercompany Debt owed to either of the Subsidiaries listed in clause (i) of this paragraph) or Liens, make any Investments, transfer any assets (other than to Foster Wheeler LLC or any Guarantor) or otherwise engage in any activity other than the ownership of the two Subsidiaries listed in clause (i) of this paragraph, other than the ownership of Capital Stock of any other Subsidiaries distributed to it by its Subsidiaries.

        (f)    In the event that the Excepted Non-Guarantor Subsidiaries do not execute all Note Guarantees and pledge their assets as and to the extent described under "—Security" above in accordance with the Collateral Documents to secure their Note Guarantees within 90 days of the Issue Date, the interest rate on the notes shall increase by 1.0% per annum, commencing on the 91^st day following the Issue Date through and until the date on which all such Note Guarantees have been executed and pledges documented in accordance with the Collateral Documents, after which the interest rate shall decrease by 1.0%.

        Designation of Restricted and Unrestricted Subsidiaries.    (a) By resolution of the board of directors of Foster Wheeler LLC, Foster Wheeler LLC may designate any Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications and the designation would not cause a Default:

        (1)   (A) The Subsidiary does not own any Disqualified Stock or Debt of Foster Wheeler LLC or Disqualified, Debt or Preferred Stock of a Restricted Subsidiary or hold any Lien on any property of, Foster Wheeler LLC or any Restricted Subsidiary, if such Disqualified or Preferred Stock or Debt could not be Incurred under the covenant described above under the caption "—Limitation on Debt and Disqualified or Preferred Stock" or such Lien would violate the covenant described above under the caption "—Limitation on Liens"; and

        (B)  the Subsidiary does not own any Voting Stock of a Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries.

        (2)   At the time of the designation, Foster Wheeler LLC would be permitted to make a Restricted Payment under the covenant described above under the caption "Limitation on Restricted Payments" in an amount equal to the Fair Market Value of the Investment in such Subsidiary.

        (3)   Such Subsidiary has no Debt outstanding other than Non-Recourse Debt.

        (4)   The Subsidiary is not party to any ongoing transaction or arrangement with Foster Wheeler LLC or any Restricted Subsidiary that would not be permitted under the covenant described above under the caption "Limitation on Transactions with Affiliates".

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Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b) below.

        (b)   (1) A Subsidiary previously designated an Unrestricted Subsidiary which fails at any time to meet the qualifications set forth in paragraph (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in paragraph (d).

        (2)   The board of directors of Foster Wheeler LLC may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default or Event of Default.

        (c)   Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary,

        (1)   all existing Investments of Foster Wheeler LLC and the Restricted Subsidiaries therein (valued at Foster Wheeler LLC's proportional share of the Fair Market Value of its assets less liabilities) will be deemed made at that time;

        (2)   all existing Capital Stock or Debt of Foster Wheeler LLC or a Restricted Subsidiary held by such Unrestricted Subsidiary will be deemed Incurred at that time, and all Liens on property of Foster Wheeler LLC or a Restricted Subsidiary held by such Unrestricted Subsidiary will be deemed Incurred at that time;

        (3)   all existing transactions between such Unrestricted Subsidiary and Foster Wheeler LLC or any Restricted Subsidiary will be deemed entered into at that time;

        (4)   such Unrestricted Subsidiary will be released at that time from its Note Guarantee, if any; and

        (5)   such Unrestricted Subsidiary will cease to be subject to the provisions of the indenture as a Restricted Subsidiary.

        (d)   Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary,

        (1)   all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of the covenant described above under the caption "—Limitation on Debt and Disqualified or Preferred Stock", but will not be considered the sale or issuance of Equity Interests for purposes of the covenant described above under the caption "—Limitation on Asset Sales";

        (2)   Investments therein previously charged under the covenant described above under the caption "—Limitation on Restricted Payments" will be credited thereunder;

        (3)   it may be required to issue a Note Guarantee pursuant to the covenant described above under the caption "—Additional Note Guarantees and Collateral After the Issue Date"; and

        (4)   it will become subject to the provisions of the indenture as a Restricted Subsidiary.

        (e)   Any designation by the board of directors of Foster Wheeler LLC of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the trustee by promptly filing with the trustee a copy of the board resolution giving effect to the designation and an Officer's Certificate certifying that the designation complied with the foregoing provisions.

        Financial Reports.    (a)    Whether or not Foster Wheeler LLC is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Foster Wheeler LLC must provide the trustee and holders of the notes within the time periods specified in those sections with

        (1)   all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Foster Wheeler LLC were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to annual information only, a report thereon by Foster Wheeler

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LLC's certified independent accountants, provided that Foster Wheeler LLC shall not be required to provide separate audited financials of the Guarantors under this or any other provision of the indenture, provided that, for so long as Foster Wheeler LLC is a consolidated subsidiary of Parent, Foster Wheeler may satisfy this obligation by delivering such information with respect to Parent; and

        (2)   all current reports that would be required to be filed with the SEC on Form 8-K if Foster Wheeler LLC were required to file such reports, provided that, for so long as Foster Wheeler LLC is a consolidated subsidiary of Parent, Foster Wheeler LLC may satisfy this obligation by delivering all such current reports of Parent.

        (b)   In addition, whether or not required by the Commission, Foster Wheeler LLC will file a copy of all of the information and reports referred to in clauses (a)(1) and (2) of this covenant (and subject to the provisos contained in such clauses) with the Commission (to the extent permitted by the Commission) within the applicable time periods had such information been required to be filed. Foster Wheeler LLC will make such information available to the trustee and the holders of the notes within such time periods.

        (c)   If Foster Wheeler LLC has designated any of its Subsidiaries as Unrestricted Subsidiaries, then it shall deliver to the trustee, on or before the 10^th Business Day following each of the dates on which quarterly or annual financial information is required to be filed with the Commission under paragraph (a)(1) of this covenant, a certificate setting forth a balance sheet and a statement of operations and comprehensive loss of Foster Wheeler LLC and its Restricted Subsidiaries separate from the Unrestricted Subsidiaries for the same periods covered by the reports required to be filed under paragraph (a)(1) of this covenant.

        Reports to Trustee.    Foster Wheeler LLC will deliver to the trustee

        (1)   within 90 days after the end of each fiscal year a certificate stating that Foster Wheeler LLC has fulfilled in all material respects its obligations under the indenture or, if there has been a Default during such fiscal year, specifying the Default and its nature and status; and

        (2)   as soon as possible and in any event within 30 days after responsible officers of Foster Wheeler LLC become aware of the occurrence of a Default, an Officers' Certificate setting forth the details of the Default, and the action which Foster Wheeler LLC proposes to take with respect thereto.

Consolidation, Merger or Sale of Assets

        The indenture provides as follows regarding consolidation, merger or sale of all or substantially all of the assets of Foster Wheeler LLC and its Restricted Subsidiaries, taken as a whole:

        (a)   Foster Wheeler LLC will not, in a single transaction or a series of related transactions,

•

consolidate, amalgamate with or merge with or into any Person or group of Affiliated Persons,



•

sell, assign, convey, transfer, or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person or group of Affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or related transactions if such transaction or transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer or disposition of all or substantially all of the assets of Foster Wheeler LLC and its Restricted Subsidiaries, taken as a whole, to any Person or group of Affiliated Persons, or



•

permit any Person to merge with or into Foster Wheeler LLC,

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unless

        (1)   either (x) Foster Wheeler LLC is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation or limited liability company organized and validly existing under the laws of the United States of America, any State of the United States of America or the District of Columbia or Bermuda and expressly assumes by supplemental indenture all of the obligations of Foster Wheeler LLC under the indenture, the notes and the Collateral Documents;

        (2)   immediately before and immediately after giving pro forma effect to the transaction or series of transactions, no Default or Event of Default has occurred and is continuing;

        (3)   immediately after giving effect to the transaction on a pro forma basis, (a) Foster Wheeler LLC or the resulting surviving Person or transferee on a consolidated basis has a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of Foster Wheeler LLC on a consolidated basis immediately prior to such transaction and (b) Foster Wheeler LLC or the resulting surviving or transferee Person could Incur at least $1.00 of Debt under the covenant described in the first paragraph under the caption "—Limitation on Debt and Disqualified or Preferred Stock; and

        (4)   Foster Wheeler LLC delivers to the trustee an Officers' Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the indenture;

provided, that clauses (2) through (4) do not apply (i) to the consolidation or merger of Foster Wheeler LLC with or into a Restricted Subsidiary or the consolidation or merger of a Restricted Subsidiary with or into Foster Wheeler LLC or (ii) if, in the good faith determination of the board of directors of Foster Wheeler LLC, whose determination is evidenced by a board resolution, the purpose of the transaction is to change the jurisdiction of incorporation of Foster Wheeler LLC.

        (b)   Neither Foster Wheeler LLC nor any Restricted Subsidiary shall lease all or substantially all of the assets of Foster Wheeler LLC and its Restricted Subsidiaries taken as a whole, whether in one transaction or a series of related transactions, to one or more other Persons.

        (c)   Upon the consummation of any transaction effected in accordance with these provisions, if Foster Wheeler LLC is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, Foster Wheeler LLC under the indenture, the registration rights agreement and the notes with the same effect as if such successor Person had been named as Foster Wheeler LLC in such documents. Upon such substitution, and except in the case of a sale, conveyance, transfer or disposition of less than all its assets to one or more Persons, Foster Wheeler LLC will be released from its obligations under the indenture, Collateral Documents and the notes.

        The indenture provides that no Subsidiary Guarantor may merge with or into any Person unless:

        (x)   the merger constitutes a sale or other disposition (including by way of merger or consolidation) of the Guarantor and is made in accordance with the covenant described under the caption "—Certain Covenants—Limitations on Asset Sales," or

        (y)   either (i) such Guarantor is the continuing Person or (ii) (A) the resulting or surviving Person is organized and validly existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, Bermuda or the jurisdiction of organization of such Guarantor prior to the merger and expressly assumes by supplemental indenture all of the obligations of such Guarantor under the indenture, the Note Guarantee and the Collateral Documents; and (B) the Guarantor delivers to the trustee an officers' certificate and an opinion of counsel, each stating that the consolidation or merger and the supplemental indenture comply with the indenture;

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provided that no such certificate or opinion shall be required for a consolidation or merger of a Guarantor with or into another Guarantor).

Impairment of Security Interest

        Foster Wheeler LLC and the Parent Guarantors will not, and will not permit any of its Subsidiary Guarantors to, take any action, or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the noteholders. The indenture will provide that any release of Collateral in accordance with the provisions of the indenture and the Collateral documents will not be deemed to impair the security under the indenture.

Default and Remedies

        Events of Default.    An "Event of Default" occurs if

        (1)   Foster Wheeler LLC defaults in the payment of the principal of or premium, if any, on any note when the same becomes due and payable at its Stated Maturity, upon acceleration or redemption, or otherwise;

        (2)   Foster Wheeler LLC defaults in the payment of interest on any note when the same becomes due and payable, and the default continues for a period of 30 days;

        (3)   Foster Wheeler LLC fails to make an Offer to Purchase and thereafter accept and pay for notes tendered when and as required pursuant to an offer described under the captions "Certain Covenants—Repurchase of Notes Upon a Change of Control" or "—Certain Covenants—Limitation on Asset Sales," or Foster Wheeler LLC fails to comply with the provisions of "—Consolidation, Merger or Sale of Assets";

        (4)   Foster Wheeler LLC or any of its Restricted Subsidiaries defaults in the performance of or breaches any other covenant or agreement in the indenture or under the notes or the Collateral Documents, and the default or breach continues for a period of 60 consecutive days after delivery of written notice to Foster Wheeler LLC by the trustee or to Foster Wheeler LLC and the trustee by the holders of 25% or more in aggregate principal amount of the notes;

        (5)   there occurs with respect to any Debt of Foster Wheeler LLC or any of its Significant Restricted Subsidiaries having an outstanding principal amount of $15,000,000 or more in the aggregate for all such Debt of all such Persons (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or (ii) failure to make a principal payment when due and such defaulted payment is not made, waived or extended within the applicable grace period;

        (6)   one or more final judgments or orders of any court or courts for the payment of money are rendered against Foster Wheeler LLC or any of its Significant Restricted Subsidiaries and are not paid or discharged, settled or fully bonded and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $15,000,000 (in excess of amounts which Foster Wheeler LLC's insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

        (7)   certain bankruptcy defaults occur with respect to Foster Wheeler LLC, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary;

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        (8)   any Note Guarantee ceases to be in full force and effect, other than in accordance with the terms of the indenture or a Guarantor denies or disaffirms its obligations under its Note Guarantee; or

        (9)   with respect to any Collateral having an aggregate fair market value of $15,000,000 or more, (A) the security interest under the Collateral Documents, at any time, ceases to be in full force and effect or is unenforceable for any reason other than in accordance with the terms of the indenture or the Collateral Documents and other than in satisfaction in full of the obligations under the indenture and discharge of the indenture, and such ineffectiveness continues for a period of 30 consecutive days after delivery of written notice to Foster Wheeler LLC by the trustee or to Foster Wheeler LLC and the trustee by the holders of 25% or more in aggregate principal amount of the notes, or (B) Foster Wheeler LLC or any Restricted Subsidiary asserts in writing that any such security interest is invalid or unenforceable.

        Consequences of an Event of Default.    If an Event of Default, other than a bankruptcy default with respect to Foster Wheeler LLC, Parent, any Significant Restricted Subsidiary or group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, occurs and is continuing under the indenture, the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding, by written notice to Foster Wheeler LLC (and to the trustee if the notice is given by the holders), may, and the trustee at the request of such holders shall, declare the principal of premium, if any, and accrued interest on the notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and interest will become immediately due and payable. If a bankruptcy default occurs with respect to Foster Wheeler LLC, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, the principal premium, if any, of and accrued interest on the notes then outstanding will become immediately due and payable without any declaration or other act on the part of the trustee or any holder.

        The holders of a majority in principal amount of the outstanding notes by written notice to Foster Wheeler LLC and to the trustee may waive all existing and past Defaults and Events of Default and rescind and annul a declaration of acceleration and its consequences if

        (1)   all existing Defaults and Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the notes other than that have become due solely by the declaration of acceleration, have been cured or waived, and

        (2)   the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

        Except as otherwise provided above or in "—Amendments and Waivers—Amendments with Consent of Holders," the holders of a majority in principal amount of the outstanding notes may, by notice to the trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

        The holders of a majority in principal amount of the outstanding notes may 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. However, the trustee may refuse to follow any direction that conflicts with law or the indenture, that may involve the trustee in personal liability, and may take any other action it deems proper that is not inconsistent with any such direction received from holders of notes.

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        A holder may not institute any proceeding, judicial or otherwise, with respect to the indenture or the notes, or for the appointment of a receiver or trustee, or for any other remedy under the indenture or the notes, unless:

        (1)   the holder has previously given to the trustee written notice of a continuing Event of Default;

        (2)   holders of at least 25% in aggregate principal amount of outstanding notes have made written request to the trustee to institute proceedings in respect of the Event of Default in its own name as trustee under the indenture;

        (3)   holders have offered to the trustee indemnity reasonably satisfactory to the trustee against any costs, liabilities or expenses to be Incurred in compliance with such request;

        (4)   the trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

        (5)   during such 60-day period, the holders of a majority in aggregate principal amount of the outstanding notes have not given the trustee a direction that is inconsistent with such written request.

        Notwithstanding anything to the contrary, the right of a holder of a note to receive payment of principal of, premium, if any, or interest on its note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such dates, may not be impaired or affected without the consent of that holder.

        If any Default occurs and is continuing and is known to the trustee, the trustee will send notice of the Default to each holder within 60 days after obtaining knowledge thereof, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any note, the trustee may withhold the notice if and so long as the trustee in good faith determines that withholding the notice is in the interest of the holders.

Amendments and Waivers

        Amendments Without Consent of Holders.    Foster Wheeler LLC and the trustee may amend or supplement the indenture or the notes and the Collateral Documents without notice to or the consent of any noteholder

        (1)   to cure any ambiguity, defect or inconsistency;

        (2)   provide for the assumption of Foster Wheeler LLC's obligation in the case of a transaction subject to the provisions of the covenant described under the caption "—Consolidation, Merger or Sale of Assets";

        (3)   to comply with any requirements for qualification of the indenture under the Trust Indenture Act;

        (4)   to evidence and provide for the acceptance of an appointment by a successor trustee;

        (5)   to provide for uncertificated notes in addition to or in place of certificated notes, provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code;

        (6)   to provide for any Guarantee of the notes, to secure the notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the notes when such release, termination or discharge is permitted by the indenture;

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        (7)   to make any other change that does not materially and adversely affect the rights of any holder; and

        (8)   to enter into additional or supplemental Collateral Documents.

        Amendments With Consent of Holders.    (a)    Except as otherwise provided in "—Default and Remedies—Consequences of an Event of Default" or paragraphs (b) or (c) below, Foster Wheeler LLC and the trustee may amend the indenture, the notes and the Collateral Documents with the written consent of the holders of a majority in principal amount of the outstanding notes, including the upsize notes, and the holders of a majority in principal amount of the outstanding notes may waive future compliance by Foster Wheeler LLC and its Restricted Subsidiaries with any provision of the indenture or the notes.

        (b)   Notwithstanding the provisions of paragraph (a), without the consent of each holder of notes, including the upsize notes, affected, an amendment or waiver may not

        (1)   reduce the principal amount of or change the Stated Maturity of any installment of principal of any note,

        (2)   reduce the rate of or change the Stated Maturity of any interest payment on any note,

        (3)   reduce the amount payable upon the redemption of any note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed,

        (4)   after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder,

        (5)   make any note payable in money other than that stated in the note,

        (6)   impair the right of any holder of notes to receive any principal payment or interest payment on such holder's notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment,

        (7)   make any change in the percentage of the principal amount of the notes required for amendments or waivers,

        (8)   modify or change any provision of the indenture affecting the ranking of the notes or any Note Guaranty in a manner material and adverse to the holders of the notes,

        (9)   make any change to provisions described under "—Security" that would effect a release (other than releases effected in accordance with the existing terms of the indenture and Collateral Documents) of all or any substantial part of the Collateral or

        (10) make any change in any Note Guarantee that would materially and adversely affect the note holders or effect a release of all or any substantial portion of the Note Guarantees (in either case, other than releases effected in accordance with the existing terms of the indenture).

        (c)   Notwithstanding the provisions of paragraph (a), without the consent of the holders of 66²/3% in principal amount of the outstanding notes, including the upsize notes, an amendment or waiver may not effect a release (other than releases effected in accordance with the existing terms of the indenture and Collateral Documents) of any Collateral.

        It is not necessary for noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

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Defeasance and Discharge

        Foster Wheeler LLC may discharge its obligations under the notes and the indenture by irrevocably depositing in trust with the trustee money or U.S. Government Obligations sufficient to pay principal of and interest on the notes to maturity or redemption within one year, subject to meeting certain other conditions.

        Foster Wheeler LLC may also elect to

        (1)   discharge its obligations in respect of the notes and the indenture, not including obligations related to the defeasance trust or to the replacement of notes or its obligations to the trustee ("legal defeasance") or

        (2)   discharge its obligations under the covenants and under "—Consolidation, Merger or Sale of Assets" (and the events listed in clauses (2), (3), (4), (5), (6) and (9) under "—Default and Remedies—Events of Default" will no longer constitute Events of Default) ("covenant defeasance")

by irrevocably depositing in trust with the trustee money or U.S. Government Obligations sufficient to pay principal of and interest on the notes to maturity or redemption and by meeting certain other conditions, including delivery to the trustee of either a ruling received from the Internal Revenue Service and/or an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case.

        In the case of either discharge or defeasance, the Note Guarantees and security documents, if any, will terminate.

Concerning the Trustee

        Wells Fargo Bank, National Association is the trustee under the indenture.

        Except during the continuance of an Event of Default, the trustee need perform only those duties that are specifically set forth in the indenture and no others, and no implied covenants or obligations will be read into the indenture against the trustee. In case an Event of Default has occurred and is continuing, the trustee shall exercise those rights and powers vested in it by the indenture, 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. No provision of the indenture will require the trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties thereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.

        The indenture and provisions of the Trust Indenture Act incorporated by reference therein contain limitations on the rights of the trustee, should it become a creditor of any obligor on the notes, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions with Foster Wheeler LLC and its Affiliates; provided that if it acquires any conflicting interest it must either eliminate the conflict within 90 days, apply to the SEC for permission to continue or resign.

        As of March 31, 2004, affiliates of the trustee held approximately 2.7 million of the common shares of Foster Wheeler Ltd. The trustee disclaims beneficial ownership of these shares.

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Form, Denomination and Registration of Notes

        The notes will be issued in registered form, without interest coupons, in denominations of $1 and integral multiples thereof, in the form of global notes.

        The trustee is not required (i) to issue, register the transfer of or exchange any note for a period of 15 days before a selection of notes to be redeemed or purchased pursuant to an Offer to Purchase, (ii) to register the transfer of or exchange any note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any note not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a regular record date but on or before the corresponding interest payment date, to register the transfer or exchange of any note on or after the regular record date and before the date of redemption or purchase. See "—Global Notes" and "—Certificated Notes," for a description of additional transfer restrictions applicable to the notes.

        No service charge will be imposed in connection with any transfer or exchange of any note, but Foster Wheeler LLC may in general require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.

Global Notes

        Global notes will be deposited with a custodian for DTC, and registered in the name of a nominee of DTC. Beneficial interests in the global notes will be shown on records maintained by DTC and its direct and indirect participants. A global security, such as a global note, is a special type of security held in the form of a certificate by a depositary for the investors in a particular issue of securities. The aggregate principal amount of the global security equals the sum of the principal amounts of the issue of securities it represents. The depositary or its nominee is the sole legal holder of the global security. The beneficial interests of investors in the issue of securities are represented in book-entry form in the computerized records of the depositary. If investors want to purchase securities represented by a global security, they must do so through brokers, banks or other financial institutions that have an account with the depositary.

        Because you, as an investor, will not be a registered legal holder of a global note, your rights relating to a global note will be governed by the account rules of your bank or broker and of the depositary, DTC, as well as general laws relating to securities transfers. Foster Wheeler LLC will not recognize a typical investor as a legal owner of the notes for any purpose under the indenture or the notes and instead will deal only with the trustee and DTC, the depositary that is the registered legal holder of the global notes.

        You should be aware that as long as the notes are issued only in the form of global securities:

•

you cannot have any of the notes registered in your own name,



•

you cannot receive physical certificates for your interest in the notes,



•

you will not be a registered legal holder of any of the notes and must look to your own bank or broker for payments on the notes and protection of your legal rights relating to the notes,



•

you may not be able to sell interests in any of the notes to some insurance companies and other institutions that are required by law to own their securities in the form of physical certificates,



•

as an owner of beneficial interests in the global note, you may not be able to pledge your interests to anyone who does not have an account with DTC, or to otherwise take actions in respect of your interests, because you cannot obtain physical certificates representing those interests,

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•

DTC's policies will govern payments of principal and interest, transfers, exchanges and other matters relating to your interest in a global note. Foster Wheeler LLC and the trustee have no responsibility for any aspect of DTC's actions or for its records of ownership interests in the global note. Also, Foster Wheeler LLC and the paying agent do not supervise DTC in any way, and



•

DTC will require that interests in the global note be purchased or sold within its system using same-day funds.

        Description of DTC.    DTC has advised us as follows:

•

DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, 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 Section 17A of the Securities Exchange Act of 1934,



•

DTC holds securities that its participants ("direct participants") deposit with DTC and facilitates the settlement among direct participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in direct participants' accounts, thereby eliminating the need for physical movement of securities certificates,



•

direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations,



•

DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc.,



•

access to the DTC 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 direct participant, either directly or indirectly, and



•

the rules applicable to DTC and its direct and indirect participants are on file with the SEC.

        The descriptions of the operations and procedures of DTC in this offering memorandum are provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to change by it from time to time. Neither Foster Wheeler LLC nor the trustee takes any responsibility for these operations or procedures, and you are urged to contact DTC or its participants directly to discuss these matters.

Payments on the Notes

        Payments of principal and interest under each global note will be made to DTC's nominee as the registered owner of such global note. Foster Wheeler LLC expects that the nominee, upon receipt of any such payment, will immediately credit DTC participants' accounts with payments proportional to their respective beneficial interests in the principal amount of the relevant global note as shown on the records of DTC. Foster Wheeler LLC also expects that payments by DTC participants to owners of beneficial interests will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants, and none of Foster Wheeler LLC, the trustee, the custodian or any paying agent or registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in any global note or for maintaining or reviewing any records relating to such beneficial interests.

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Certificated Notes

        If DTC notifies Foster Wheeler LLC that it is unwilling or unable to continue as depositary for a global note and a successor depositary is not appointed by Foster Wheeler LLC within 90 days of such notice, or an Event of Default has occurred and the trustee has received a request from DTC, the trustee will exchange each beneficial interest in that global note for one or more certificated notes registered in the name of the owner of such beneficial interest, as identified by DTC.

Same Day Settlement and Payment

        The indenture will require that payments in respect of the notes represented by the global notes be made by wire transfer of immediately available funds to the accounts specified by holders of the global notes. With respect to notes in certificated form, if any are issued, Foster Wheeler LLC will make all payments by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each holder's registered address.

        The notes represented by the global notes are expected to be eligible to trade in the PORTAL market and to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. Foster Wheeler LLC expects that secondary trading in certificated notes, if any are issued, will also be settled in immediately available funds.

Governing Law

        The indenture, including any Note Guarantees, and the notes shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

        "Acquired Debt" means Debt of a Person (1) assumed by such Person from another Person in connection with an Asset Acquisition from such other Person or (2) existing at the time the Person merges with or into Foster Wheeler LLC or a Restricted Subsidiary, or becomes a Restricted Subsidiary and in each case was not Incurred in connection with such Asset Acquisition, or in contemplation of, the Person merging with or into Foster Wheeler LLC or a Restricted Subsidiary or becoming a Restricted Subsidiary.

        "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with") with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, a Joint Venture of Foster Wheeler LLC shall not be considered an "Affiliate" of Foster Wheeler LLC or any Restricted Subsidiary so long as the other parties to the joint venture that are not Affiliates of Foster Wheeler LLC or any Restricted Subsidiaries own at least 50% of the Voting Stock of such joint venture.

        "Applicable Premium" means, with respect to any note on any redemption date, the excess of:

        (1)   the present value at such redemption date of (i) the redemption price of the note at                        , 2008 (such redemption price being set forth in the table appearing above under the caption "—Optional Redemption"), plus (ii) all required interest payments due on the note through                        , 2008 (excluding accrued but unpaid interest to the redemption date),

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computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (2)   the then outstanding principal amount

        "Asset Acquisition" means the acquisition by Foster Wheeler LLC or any Restricted Subsidiary of the assets of any Person which constitute the assets of such Person substantially as an entirety or the assets of any division, operating unit or line of business of such Person substantially as an entirety.

        "Asset Sale" means any sale, lease, transfer, conveyance or other disposition of any assets outside the ordinary course of business by Foster Wheeler LLC or any Restricted Subsidiary, including by means of a merger, consolidation or similar transaction and including any sale or issuance of the Equity Interests of any Restricted Subsidiary (each of the above referred to in this definition as a "disposition"), provided that the following are not included in the definition of "Asset Sale":

        (1)   a disposition to Foster Wheeler LLC or a Restricted Subsidiary (including the sale or issuance by Foster Wheeler LLC or any Restricted Subsidiary of any Equity Interests of any Restricted Subsidiary to Foster Wheeler LLC or any Restricted Subsidiary);

        (2)   the disposition by Foster Wheeler LLC or any Restricted Subsidiary in the ordinary course of business of (i) cash and cash management investments, (ii) inventory and other assets acquired and held for resale in the ordinary course of business, (iii) damaged, worn out or obsolete assets, or (iv) rights granted to others pursuant to leases or licenses;

        (3)   the sale or discount of accounts receivable or claims arising in the ordinary course of business in connection with the compromise or collection thereof;

        (4)   a disposition governed by the provisions described under "—Consolidation, Merger or Sale of Assets";

        (5)   a Restricted Payment permitted under the provisions of "—Certain Covenants—Limitation on Restricted Payments" or a Permitted Investment;

        (6)   the issuance of Disqualified or Preferred Stock pursuant to the provisions of the covenant described above under the caption "Limitation on Debt and Disqualified or Preferred Stock";

        (7)   dispositions of accounts receivable and related assets to a Securitization Subsidiary;

        (8)   the grant of any Permitted Lien and the exercise by any Person in whose favor a Permitted Lien is granted of any of its rights in respect of that Permitted Lien;

        (9)   the sale of substantially all of the assets or Equity Interests of any Joint Venture or Subsidiary, whose assets consist solely of any Construction Project if sold within two years of commencement of operations of such Construction Project;

        (10) any settlement with insurers relating to asbestos claims or liability with any insurer of Foster Wheeler LLC or any Subsidiary;

        (11) any disposition in a transaction or series of related transactions of assets with a Fair Market Value of less than $1,000,000 in any 12 month period; and

        (12) the sale or transfer of the Capital Stock of any of Foster Wheeler South Africa (Proprietary) Limited, Foster Wheeler Properties (Proprietary) Limited, or any other Restricted Subsidiary organized under the laws of South Africa to the extent necessary to comply with the Broad-Based Black Economic Empowerment Act 53 of 2003.

        "Attributable Debt" means, in respect of a Sale and Leaseback Transaction the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations

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of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.

        "Average Life" means, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment of such Debt and (y) the amount of such principal payment by (ii) the sum of all such principal payments.

        "Capital Lease" means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

        "Capital Stock" means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person's equity, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

        "Cash Equivalents" means

        (1)   United States dollars, or money in foreign currencies received in the ordinary course of business that are readily convertible into United States dollars,

        (2)   U.S. Government Obligations with maturities not exceeding one year from the date of acquisition,

        (3)   (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers' acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof having capital, surplus and undivided profits in excess of $250,000,000 whose short-term debt is rated "A-2" or higher by S&P or "P-2" or higher by Moody's or at least an equivalent rating category of another nationally recognized securities rating agency,

        (4)   repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above,

        (5)   commercial paper rated at least P-1 by Moody's or A-1 by S&P or at least an equivalent rating category of another nationally recognized securities rating agency and maturing within 270 days after the date of acquisition,

        (6)   money market funds at least 95% of the assets of which consist of investments of the type described in clauses (1) through (5) above, and

        (7)   in the case of a Foreign Restricted Subsidiary, substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which such Person conducts business.

        "Change of Control" means:

        (1)   the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the properties or assets of Foster Wheeler LLC and its Restricted Subsidiaries taken as a whole, to any Person other than a Parent Guarantor that assumes the notes in compliance with the covenant described under the caption "—Consolidation, Merger or Sale of Assets";

        (2)   any "person" or "group" (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as such term is used in

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Rules 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of Parent;

        (3)   with respect to each of (a) Foster Wheeler LLC and (b) for so long as Foster Wheeler LLC is a Subsidiary of Parent, Parent, individuals who on the Issue Date constituted the board of directors of such Person, together with any new directors of such Person whose election by the board of directors or whose nomination for election by the stockholders of such Person was approved by a majority of the directors then still in office who were either directors of such Person or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the board of directors of such Person then in office;

        (4)   Parent ceases to own, indirectly, at least 51% of the Capital Stock of Foster Wheeler LLC or Foster Wheeler Holdings Ltd. shall cease to hold 100% of the Capital Stock of Foster Wheeler LLC (or, if Foster Wheeler Holdings Ltd. shall no longer own the shares of Capital Stock of Foster Wheeler LLC, the Parent shall cease to own 100% of such Capital Stock);

        (5)   the adoption by the board of directors of Foster Wheeler LLC of a plan contemplating to the liquidation or dissolution of Foster Wheeler LLC; or

        (6)   Parent or Foster Wheeler LLC consolidates with, or merges with or into, any Person or sells or otherwise disposes of all or substantially all of its assets to any Person, or any Person, consolidates with, or merges with or into, Parent or Foster Wheeler LLC in any such event pursuant to a transaction in which the outstanding Voting Stock of Parent or Foster Wheeler LLC is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Parent or Foster Wheeler LLC, as the case may be, immediately prior to such transaction is converted or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

        Notwithstanding anything to the contrary, any merger of Foster Wheeler LLC with any Parent Guarantor (other than Parent) that assumes the notes and otherwise complies with the covenant described under the caption "—Consolidation, Merger or Sale of Assets" and whose Capital Stock is pledged to secure the notes shall not constitute a Change of Control.

        "Collateral Documents" means (i) the security agreement relating to the notes dated as of the Issue Date among Foster Wheeler LLC, the Guarantors and the Trustee, (ii) any mortgage, pledge, assignment, deed of trust, security agreement or other instrument pursuant to which any Lien on any property of any Parent Guarantor, Foster Wheeler LLC or any of the Guarantors is granted as security for the obligations of Foster Wheeler LLC and the Guarantors in respect of the notes, (iii) the intercreditor agreement dated the Issue Date among the parties to the Credit Agreement and the parties to the indenture, and (iv) any supplements or other instruments or documents entered into in connection with any of the foregoing, in each case as each of the foregoing may from time to time be amended.

        "Consolidated Cash Flow" means, for any period, the sum (without duplication) of

        (1)   Consolidated Net Income for such period, plus

        (2)   Fixed Charges for such period, to the extent deducted in calculating Consolidated Net Income for such period, plus

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        (3)   to the extent deducted in calculating Consolidated Net Income for such period and as determined on a consolidated basis for Foster Wheeler LLC and its Restricted Subsidiaries in conformity with GAAP:

        (A)  income taxes and income tax adjustments (whether positive or negative) for such period, other than income taxes or income tax adjustments (whether positive or negative) attributable to Asset Sales or extraordinary gains or losses; and

        (B)  depreciation, amortization and all other non-cash items reducing Consolidated Net Income for such period (including impairment loss on long-lived assets, but not including non-cash charges in a period which reflect cash expenses paid or to be paid in any subsequent period), less all non-cash items increasing Consolidated Net Income (other than accrual of revenue in the ordinary course of business); plus

        (4)   net after-tax losses attributable to Asset Sales, and net after-tax extraordinary or non-recurring losses, to the extent reducing Consolidated Net Income; plus

        (5)   unusual or nonrecurring non-cash charges or expenses; plus

        (6)   non-cash charges for the write-off of unamortized debt costs; plus

        (7)   non-cash charges Incurred in connection with the closure of facilities determined to be underperforming by the board of directors of Foster Wheeler LLC in its sole discretion; plus

        (8)   expenses in connection with the restructuring transactions described in this prospectus, or any equity offerings;

provided that, with respect to any Restricted Subsidiary, such items will be added only to the extent and in the same proportion that the relevant Restricted Subsidiary's net income was included in calculating Consolidated Net Income (and consistent therewith, with respect to Restricted Subsidiaries containing a minority interest, the portion of such items that are allocable to such minority interest shall not be added).

        "Consolidated Net Income" means, for any period, the aggregate net income (or loss) of Foster Wheeler LLC and its Restricted Subsidiaries for such period determined on a consolidated basis in conformity with GAAP (and consistent therewith, with respect to the net income of Restricted Subsidiaries containing a minority interest, amounts allocable to such minority interest shall be netted against the net income of such Restricted Subsidiaries in accordance with GAAP), provided that the following (without duplication) will be excluded in computing Consolidated Net Income:

        (1)   the net income (or loss) of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting, provided that there shall be included in Consolidated Net Income for such period any dividends or other distributions paid in cash to Foster Wheeler LLC or such Restricted Subsidiary by such Person in such period;

        (2)   the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions or the making or repayment of loans during such period to Foster Wheeler LLC or its Restricted Subsidiaries by such Restricted Subsidiary of such net income, on the date of determination, is not permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation (including statutorily imposed limitations on any Restricted Subsidiary's ability to distribute in any period more than its statutory income for such period), applicable to that Restricted Subsidiary or its stockholders in such period; except to the extent that the excluded portion of such net income is actually distributed in cash by way of dividends, distributions, payments of royalties or management fees, repayments of loans or making of loans in such period to Foster Wheeler LLC

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or any Restricted Subsidiary that is not subject to restrictions of this type; provided that, (i) in the case of repayment or making of loans, the amount of such excluded portion to be included in net income shall be equal to the excess, if any, of cash distributed by repayment or making of loans over the amount of loans made to such Restricted Subsidiary or repaid to such Restricted Subsidiary by Foster Wheeler LLC or any Restricted Subsidiary that is not subject to restrictions of this type and (ii) none of the excluded portion of such net income for any period shall be deemed to have been distributed until the included portion of such net income shall first have been distributed;

        (3)   any net after-tax extraordinary gains or losses; and

        (4)   the cumulative effect of any change in accounting principles.

        "Consolidated Net Worth" means on any date of determination, the consolidated shareholders' equity (deficit) or total members' equity (deficit), as the case may be, (excluding Disqualified Stock) of such Person and its Subsidiaries, as determined in accordance with GAAP on a consolidated basis.

        "Consolidated Tangible Assets" means, on any date, the total assets of Foster Wheeler LLC and its Subsidiaries on a consolidated basis as reflected under GAAP, less the following items:

        (1)   assets of Unrestricted Subsidiaries;

        (2)   Investments in Joint Ventures; and

        (3)   amounts representing goodwill, trademarks, patents, provisions for unamortized debt discount and other intangible assets.

        "Construction Projects" means any facility engineered or constructed by Foster Wheeler LLC or any Subsidiary or Joint Venture of Foster Wheeler LLC with the intent (as determined by Foster Wheeler LLC or any Restricted Subsidiary) to sell such facility upon or within two years of commencement of operations of such facility, and in any event including without limitation, SET S.r.l., Societa Enipower Ferrara S.r.l., and MF Power S.r.l.

        "Contract Performance Arrangements" means, (A) with respect to any engineering, procurement, construction, manufacturing, equipment, or supply contract or bid for such contract entered into or made by any Person, letters of credit, bank guarantees, bankers' acceptances, bid bonds, retention bonds, advance payment bonds or other similar instruments supporting such Person's performance obligations thereunder, and (B) with respect to any contract for the acquisition or disposition of any business or assets entered into by any Person, letters of credit, bank guarantees, bankers' acceptances, bid bonds, retention bonds, advance payment bonds or other similar instruments supporting such Person's indemnification, purchase price adjustment or advance payment or similar obligations thereunder, including in each case any reimbursement or similar obligations with respect thereto and the provision of cash collateral with respect thereto, and provided, in each case, that such arrangements are entered into in the ordinary course of business and do not support Debt.

        "Controlled Joint Venture" means any joint venture, partnership or similar arrangement (i) in which Foster Wheeler LLC or any Restricted Subsidiary, directly or indirectly, owns at least 20% or more of the Equity Interests of such Person and (ii) as to which Foster Wheeler LLC, directly or indirectly through one or more Restricted Subsidiaries, exercises day-to-day management control, including Non-Wholly Owned Subsidiaries.

        "Credit Agreement" means the Third Amended and Restated Term Loan and Revolving Credit Agreement dated as of August 2, 2002, among Foster Wheeler LLC, Foster Wheeler USA Corporation, Foster Wheeler Power Group, Inc., Foster Wheeler Energy Corporation, the guarantors signatory thereto, the lenders signatory thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent and Bank of America Securities LLC, as Lead Arranger and Book Manager, as amended by

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Amendment No. 1 thereto dated November 8, 2002, Amendment No. 2 thereto dated March 24, 2003, Amendment No. 3 thereto dated July 14, 2003, Amendment No. 4 thereto dated October 30, 2003, and Amendment No. 5 thereto dated May 14, 2004, and as further amended from time to time.

        "Credit Facility or Credit Facilities" means, one or more debt facilities or financings (including, without limitation, the Credit Agreement) or commercial paper facilities or financings (including, without limitation, any senior secured notes), in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time in each case to the extent such Debt is permitted to be Incurred under such facility in accordance with clause (b)(1) of the covenant described above under the caption "—Limitation on Debt and Disqualified or Preferred Stock."

        "Debt" means, with respect to any Person, without duplication,

        (1)   all indebtedness of such Person for borrowed money;

        (2)   all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

        (3)   all Trade Obligations and all Performance Obligations;

        (4)   all obligations of such Person to pay the deferred and unpaid purchase price of property or services which are recorded as liabilities under GAAP, excluding trade payables, advances on contracts and deferred compensation and similar liabilities arising in the ordinary course of business;

        (5)   all rent obligations of such Person as lessee under Capital Leases;

        (6)   all Debt of other Persons Guaranteed by such Person to the extent so Guaranteed;

        (7)   all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; and

        (8)   all obligations of such Person under Hedging Agreements.

        Notwithstanding the foregoing, "Debt" shall not include prepayments or advances by customers or other arrangements that result in cash being held on the balance sheet as "restricted cash" entered into or made in the ordinary course of business for services or products to be provided or delivered in the future.

        The amount of Debt of any Person will be deemed to be:

        (A)  with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

        (B)  with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the Fair Market Value of such asset on the date the Lien attached and (y) the amount of such Debt;

        (C)  with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

        (D)  with respect to any Hedging Agreement, the net amount payable if such Hedging Agreement were terminated at that time due to default by such Person;

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        (E)  otherwise, the outstanding principal amount thereof, interest on Debt that is more than 90 days past due and interest that is more than 90 days past due (provided that no accrual of interest pursuant to this clause (E) shall constitute an Incurrence); and

        (F)  with respect to any Debt incurred pursuant to paragraph (b)(8) of the covenant described under the caption "—Limitation on Debt and Disqualification of Preferred Stock", in the event that (x) another holder of Equity Interests in the Joint Venture referred to in such paragraph has agreed to reimburse or indemnify Foster Wheeler LLC or such Restricted Subsidiary for any amounts paid pursuant to the Guarantee referred to in said paragraph and (y) such holder has an Investment Grade Rating, then the amount of Debt deemed to be incurred pursuant to such paragraph shall be limited to portion thereof that is not entitled to the benefits of such reimbursement or indemnification; provided that in the event the indemnification or reimbursement obligation shall terminate or otherwise be invalidated, such termination shall be deemed an Incurrence of that portion of Debt previously entitled to such indemnification or reimbursement obligation.

        "Default" means any event that is, or after notice or passage of time or both would be, an Event of Default.

        "Disqualified Equity Interests" means Equity Interests that by their terms or upon the happening of any event are:

        (1)   required to be redeemed or redeemable at the option of the holder on or prior to the date 90 days after to the Stated Maturity of the notes for consideration other than Qualified Equity Interests, or

        (2)   convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt prior to the date 90 days after the Stated Maturity of the notes (including, upon the occurrence of any contingency);

provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon an "asset sale" or "change of control" occurring prior to the Stated Maturity of the notes if those provisions

        (A)  are no more favorable to the holders thereof than those described under the captions "—Certain Covenants—Repurchase of Notes Upon a Change of Control," "—Certain Covenants—Limitation on Asset Sales" and "—Certain Covenants—Repurchase of Notes Upon a Change of Control," and

        (B)  specifically provide that repurchase or redemption pursuant thereto will not be required prior to Foster Wheeler LLC's repurchase of the notes as required by the indenture.

        "Disqualified Stock" means Capital Stock constituting Disqualified Equity Interests.

        "Domestic Restricted Subsidiary" means any Restricted Subsidiary of Foster Wheeler LLC formed under the laws of the United State of America or any jurisdiction thereof.

        "Encumbered Performance Obligation" means any Performance Obligation (i) that is secured by any assets of Foster Wheeler LLC or any Restricted Subsidiary (including Capital Stock of single-purpose project Subsidiaries) other than the assets of the project Subsidiary to which it relates (ii) that is secured by cash collateral including cash of a project Subsidiary (but only to the extent of the cash actually collateralizing such Performance Obligation), (iii) the terms of which limit the ability of the account party of the Performance Obligation or any guarantor of the account party's obligations under the Performance Obligation other than the project Subsidiary to which such Performance Obligation relates to pay dividends up to the full amount of its statutory income in any fiscal year or make any other similar distributions, (iv) the terms of which limit the ability of the party described in clause (iii)

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to make loans or advances to Foster Wheeler LLC or any Restricted Subsidiary, or (v) the terms of which impose a minimum cash-on-hand requirement (but only to the extent of the cash actually required to be kept on-hand) other than with respect to a project Subsidiary to which such Performance Obligation relates; provided that in each case issued but undrawn letters of credit issued under the Credit Agreement or any Credit Facility shall not constitute "Encumbered Performance Obligations."

        "Equity Interests" means all Capital Stock and all warrants or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt convertible into or exchangeable for equity.

        "Event of Loss" means, with respect to any property or asset, (1) any loss, destruction or damage of such property or asset or (2) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset.

        "Excepted Non-Guarantor Subsidiary" means Foster Wheeler Caribe Corporation, C.A., Foster Wheeler Continental B.V., Foster Wheeler Europe B.V., Foster Wheeler (Malaysia) Sdn. Bhd., Foster Wheeler Petroleum Services S.A.E., Foster Wheeler Power Company Ltd./La Societe D'Energie Foster Wheeler Ltee, F.W. Gestao E Servicos, S.A., FW Management Operations, Ltd., FW Overseas Operations Limited, Manops Limited, P.E. Consultants, Inc., Perryville Service Company Ltd., Singleton Process Systems GmbH, until such Subsidiary executes a Note Guarantee.

        "Existing Letter of Credit Facility" means the letter of credit facility available under the Credit Agreement.

        "Fair Market Value" with respect to any asset or property means the sale value that would be obtained in an arm's-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value shall be determined by the board of directors of Foster Wheeler LLC acting in good faith, which determination shall be conclusive for all purposes of the indenture; provided that, with respect to any determination referred to in clause (b) of the covenant described under the caption "—Certain Covenants—Limitation on Transactions with Affiliates" the opinion referred to therein shall be provided if required.

        "Fitch" means Fitch IBCA Inc. or any successor thereto.

        "Fixed Charge Coverage Ratio" means, on any date (the "transaction date"), the ratio of

        (x)   the aggregate amount of Consolidated Cash Flow for the four most recent full fiscal quarters for which internal financial statements are available immediately preceding the date of the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio (the "reference period") to

        (y)   the aggregate Fixed Charges during such reference period.

In making the foregoing calculation,

        (1)   pro forma effect will be given to any Debt, Disqualified Stock or Preferred Stock Incurred during or after the reference period to the extent the Debt is outstanding or is to be Incurred on the transaction date as if the Debt, Disqualified Stock or Preferred Stock had been Incurred on the first day of the reference period;

        (2)   pro forma calculations of interest on Debt bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Hedging Agreement applicable to the Debt if the Hedging Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire reference period and fixed charges attributable to interest on Debt under any revolving credit facility computed on a pro forma basis will be based on the average daily balance of such Debt for the entire reference period;

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        (3)   Fixed Charges related to any Debt, Disqualified Stock or Preferred Stock no longer outstanding or to be repaid or redeemed on the transaction date, except for Consolidated Interest Expense accrued during the reference period under a revolving credit to the extent of the commitment thereunder (or under any successor revolving credit) in effect on the transaction date, will be excluded;

        (4)   pro forma effect will be given to

        (A)  the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries,

        (B)  the acquisition or disposition of companies, divisions or lines of businesses by Foster Wheeler LLC and its Restricted Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Restricted Subsidiary after the beginning of the reference period, and

        (C)  the discontinuation of any discontinued operations but, in the case of Fixed Charges, only to the extent that the obligations giving rise to the Fixed Charges will not be obligations of Foster Wheeler LLC or any Restricted Subsidiary following the transaction date

that have occurred since the beginning of the reference period as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period. To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available.

        "Fixed Charges" means, for any period, the sum of

        (1)   Interest Expense for such period;

        (2)   all fees and commissions paid in respect of Trade Obligations and Performance Obligations; and

        (3)   all cash dividends paid on any Disqualified Stock or Preferred Stock of Foster Wheeler LLC or a Restricted Subsidiary, except for dividends payable in Foster Wheeler LLC's Qualified Stock or paid to Foster Wheeler LLC or to a Restricted Subsidiary (divided by, to the extent such dividends are not deductible for income tax purposes, an amount equal to one minus the effective tax rate of Foster Wheeler LLC and its Subsidiaries; provided that if the effective tax rate for such period is negative, the adjustment described in this parenthetical shall not apply).

        "Foothill Facility" means the Loan and Security Agreement by and among Foster Wheeler Funding II LLC as Borrower, the Lenders that are Signatories thereto and Wells Fargo Foothill Inc. as the Arranger and Administrative Agent, dated July 31, 2003.

        "Foreign Restricted Subsidiary" means any Restricted Subsidiary that is not a Domestic Restricted Subsidiary.

        "GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time.

        "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing 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 of such other Person or (ii) entered into for purposes 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 "Guarantee" does not include endorsements for

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collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.

        "Guarantor" means (i) Parent and Foster Wheeler Holdings, Ltd.; (ii) the Subsidiaries listed above under "—Guarantees"; and (iii) each Restricted Subsidiary that executes a supplemental indenture in the form of Exhibit C to the indenture providing for the guarantee of the payment of the notes, in each case unless and until such Guarantor is released from its Note Guarantee pursuant to the indenture.

        "Hedging Agreement" means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates, (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates or (iii) any commodity or raw material futures contract or any other agreement designed to protect against fluctuations in raw material prices; provided that in each case such agreement or contract is intended in good faith by Foster Wheeler LLC or the respective Restricted Subsidiary party thereto to protect against interest, foreign exchange or commodity risks to which Foster Wheeler LLC or such Restricted Subsidiary, as applicable, anticipates being subject.

        "Incur" means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or Guarantee such Debt or Capital Stock. If any Person becomes a Restricted Subsidiary on any date after the date of the indenture (including by redesignation of an Unrestricted Subsidiary or failure of an Unrestricted Subsidiary to meet the qualifications necessary to remain an Unrestricted Subsidiary), the Debt and Capital Stock of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of the covenant described under the caption "—Certain Covenants—Limitation on Debt and Disqualified or Preferred Stock", but will not be considered the sale or issuance of Equity Interests for purposes of the covenant described under the captions "—Certain Covenants—Limitation on Asset Sales." The accretion of original issue discount or payment of interest in kind will not be considered an Incurrence of Debt. The reclassification of an existing operating lease as a Capital Lease in a Person's financial statements as a result of a change in accounting principles shall not constitute an "Incurrence" of such Capital Lease on such reclassification date.

        "Intercompany Cash Management Agreement" means Intercompany Cash Management Agreement among Foster Wheeler Inc. and certain Subsidiaries of Foster Wheeler LLC dated as of January 1, 2004, as in effect on the Issue Date.

        "Interest Expense" means, for any period, the consolidated interest expense of Foster Wheeler LLC and its Restricted Subsidiaries, excluding fees related to the issuance and registration of the notes and the Upsize Notes, plus, to the extent not included in such consolidated interest expense, and to the extent Incurred, accrued or payable by Foster Wheeler LLC or its Restricted Subsidiaries, without duplication, (i) interest expense attributable to Sale and Leaseback Transactions, (ii) amortization of debt discount and debt issuance costs but excluding amortization of deferred financing charges incurred in respect of the notes and the Credit Facilities on or prior to the Issue Date, (iii) capitalized interest, including the interest component of any Capital Leases, (iv) non-cash interest expense, (v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing (other than in respect of Contract Performance Arrangements), (vi) net costs associated with Hedging Agreements (including the amortization of fees), (vii) any interest expense on Debt of another Person that is Guaranteed by Foster Wheeler LLC or any Restricted Subsidiary or secured by a Lien on assets of Foster Wheeler LLC or its Restricted Subsidiaries, if and to the extent such interest is actually paid by Foster Wheeler LLC or any Restricted Subsidiary, and (viii) any of the above expenses with respect to Debt of another Person Guaranteed by Foster Wheeler LLC or any of its Restricted Subsidiaries, but only to the extent such expenses are actually paid by Foster Wheeler LLC or a Restricted Subsidiary during such period.

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        "Investment" means

        (1)   any direct or indirect advance, loan or other extension of credit to another Person,

        (2)   any capital contribution to another Person, by means of any transfer of cash or other property or in any other form,

        (3)   any purchase or acquisition of Equity Interests, bonds, notes or other Debt, or other instruments or securities issued by another Person, including the receipt of any of the above as consideration for the disposition of assets or rendering of services together with all other items, if any, that are, or would be, classified as Investments on a balance sheet prepared in accordance with GAAP, or

        (4)   any Guarantee of any obligation of another Person, but only when payment has been made thereunder or such arrangements would be classified and accounted for as a liability on the balance sheet of the guarantor.

        If Foster Wheeler LLC or any Restricted Subsidiary (x) sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary so that, after giving effect to that sale or disposition, such Person is no longer a Subsidiary of Foster Wheeler LLC, or (y) designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of the indenture, Foster Wheeler LLC or the applicable Restricted Subsidiary, as the case may be, shall be deemed to have made an Investment in such Person at such time in an amount equal to the Fair Market Value of the remaining Equity Interests in such Person held by Foster Wheeler LLC or such Restricted Subsidiary.

        "Investment Grade Rating" means, with respect to any holder of Equity Interests in any Joint Venture, that either (i) such holder has a rating from Standard and Poor's, Moody's or Fitch of BBB-, Baa3 or BBB-, respectively or better or (ii) if such holder is not rated by any of such rating agencies, the Board of Directors of Parent has determined in good faith that such holder would have a rating equivalent to such minimum ratings were it to seek a rating from such agencies.

        "Issue Date" means the first date on which any notes are originally issued under the indenture.

        "Joint Venture" means any Person that is not a Subsidiary of Foster Wheeler LLC (i) in which Foster Wheeler LLC or any Restricted Subsidiary, directly or indirectly, owns at least 20% or more of the Equity Interests of such Person, and (ii) as to which Foster Wheeler LLC or such Restricted Subsidiary, as the case may be, has either (a) the power to control, directly or indirectly (whether through the exercise of voting rights, representation on the board of directors or other governing body of such Person, the exercise of veto rights or otherwise), any decisions by such Person with respect to the payment of dividends or the making of distributions by such Person or (b) the right (by contract, applicable law or otherwise) to cause the dissolution and liquidation of such Person (including pursuant to contractual provisions governing deadlock that may require good faith efforts to resolve any deadlock prior to any such dissolution or liquidation).

        "Lien" means, with respect to any asset, any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease) whether or not filed, recorded or otherwise perfected under applicable law.

        "Moody's" means Moody's Investors Service, Inc. and its successors.

        "Net Cash Proceeds" means, with respect to any Asset Sale or Event of Loss, the proceeds of such Asset Sale or Event of Loss in the form of cash or Cash Equivalents (including (i) payments in respect of deferred payment obligations, when received in the form of cash or Cash Equivalents, and

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(ii) proceeds from the conversion of other consideration received when converted to cash or Cash Equivalents), net of

        (1)   brokerage commissions and other fees and expenses related to such Asset Sale or Event of Loss, including fees and expenses of counsel, accountants and investment bankers;

        (2)   relocation expenses resulting from such Asset Sale or Event of Loss;

        (3)   provisions for taxes payable as a result of such Asset Sale or Event of Loss;

        (4)   payments required to be made to holders of minority interests in Restricted Subsidiaries as a result of such Asset Sale or Event of Loss or to repay Debt outstanding at the time of such Asset Sale or Event of Loss that is secured by a Lien on the property or assets sold; and

        (5)   appropriate amounts to be provided as a reserve against liabilities associated with such Asset Sale or Event of Loss in accordance with GAAP, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and indemnification obligations associated with such Asset Sale, with any subsequent reduction of the reserve other than by payments made and charged against the reserved amount to be deemed a receipt of cash.

        "Non-Recourse Debt" means Debt as to which (1) neither Foster Wheeler LLC nor any Restricted Subsidiary provides any Guarantee, (2) no default with respect to which (including the rights that holders of the Debt may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt (other than the notes) of Foster Wheeler LLC or any Restricted Subsidiary to declare a default on such other Debt or cause the payment of the Debt to be accelerated or payable prior to its stated maturity and (3) the holders of such Debt have no recourse to the stock or assets of Foster Wheeler LLC or any of its Restricted Subsidiaries; provided that a pledge by a Restricted Subsidiary of the stock held by it of any Unrestricted Subsidiary to secure such Unrestricted Subsidiary's Debt shall be permitted under this clause (3) and shall not prevent such Debt from being Non-Recourse Debt hereunder.

        "Non-Wholly Owned Subsidiary" means, with respect to any Person, any Subsidiary that is not Wholly-Owned.

        "Note Guarantee" means the guarantee of the notes by a Guarantor pursuant to the indenture.

        "Obligations" means, with respect to any Debt, all obligations (whether in existence on the Issue Date or arising afterwards, absolute or contingent, direct or indirect) for or in respect of principal (when due, upon acceleration, upon redemption, upon mandatory repayment or repurchase pursuant to a mandatory offer to purchase, or otherwise), premium, interest, penalties, fees, indemnification, reimbursement and other amounts payable and liabilities with respect to such Debt, including all interest accrued or accruing after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for such interest is allowed as a claim in such case or proceeding.

        "Parent" means Foster Wheeler Ltd., a company organized under the laws of Bermuda.

        "Parent Guarantors" means Parent and Foster Wheeler Holdings Ltd., for so long as Foster Wheeler Holdings Ltd. is a subsidiary of Parent and owns 100% of Foster Wheeler LLC.

        "Performance Obligations" means, as to any Person, all obligations in respect of letters of credit, bank guarantees, bankers' acceptances, surety bonds, performance bonds and other similar instruments issued for the account of such Person in the ordinary course of business of such Person that support obligations (other than Debt) in respect of engineering, procurement, construction, manufacturing, equipment or supply projects of Foster Wheeler LLC or its Restricted Subsidiaries and shall include Contract Performance Arrangements.

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        "Permitted Investments" means:

        (1)   Investments existing on March 26, 2004;

        (2)   any Investment in Foster Wheeler LLC (including any Investment in the notes) or in a Restricted Subsidiary of Foster Wheeler LLC that is also a Guarantor;

        (3)   any Investment in Cash Equivalents;

        (4)   any Investment by Foster Wheeler LLC or any Restricted Subsidiary of Foster Wheeler LLC in a Person, if as a result of such Investment,

        (A)  such Person becomes a Restricted Subsidiary of Foster Wheeler LLC that is also a Guarantor, or

        (B)  such Person is merged or consolidated with or into, or transfers or conveys substantially all its assets to, or is liquidated into, Foster Wheeler LLC or a Restricted Subsidiary that is also a Guarantor;

        (5)   Investments received as non-cash consideration in an Asset Sale made pursuant to and in compliance with the provisions of the covenant described under the caption "—Certain Covenants—Limitation on Asset Sales";

        (6)   Investments in Restricted Subsidiaries that are not Guarantors in an aggregate amount, taken together with all other Investments made in reliance on this clause, not to exceed $10,000,000 (net of, with respect to the Investment in any particular Person, the cash return thereon received after March 26, 2004 as a result of any sale for cash, repayment, redemption, liquidity distribution or other cash realization); provided that no more than $2,000,000 of such Investments may be made in Excepted Non-Guarantor Subsidiaries;

        (7)   Hedging Agreements otherwise permitted under the indenture;

        (8)   (i) receivables owing to Foster Wheeler LLC or any Restricted Subsidiary, and contracts in progress of Foster Wheeler LLC or any Restricted Subsidiary, in either case if created or acquired in the ordinary course of business, (ii) prepaid expenses and deposits created or made in the ordinary course of business, (iii) Cash Equivalents or other cash management investments or liquid or portfolio securities pledged as collateral pursuant to the provisions of the covenant described under the caption "—Certain Covenants—Limitation on Liens," and (iv) endorsements for collection or deposit in the ordinary course of business;

        (9)   extensions of credit to customers and suppliers in the ordinary course of business;

        (10) Investments in Joint Ventures in an aggregate amount, taken together with all other Investments made in reliance on this clause since March 26, 2004, not to exceed 8.5% of the Consolidated Tangible Assets (net of, with respect to the Investment in any particular Person, the cash return thereon received after March 26, 2004 as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization, to the extent such cash return has not been included in clause (a)(3)(D) of the covenant described under the caption "—Certain Covenants—Limitations of Restricted Payments");

        (11) reasonable payroll, travel and other loans or advances to, or Guarantees issued to support the obligations of, officers and employees, in each case in the ordinary course of business;

        (12) Investments in evidences of indebtedness, securities or other property received from another Person by Foster Wheeler LLC or any Restricted Subsidiary in connection with any bankruptcy proceeding or by reason of a composition or readjustment of Debt or a reorganization of such Person or as a result of foreclosure, perfection or enforcement of any Lien in exchange for evidences of indebtedness, securities or other property of such Person held by Foster Wheeler LLC

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or any Restricted Subsidiary, or for other liabilities or obligations of such other Person to Foster Wheeler LLC or any Restricted Subsidiary that were created in accordance with the terms of the indenture or received in compromise or settlement of Debts created in the ordinary course of business;

        (13) so long as no Default has occurred and is continuing, the repurchase or redemption of all of the Equity Interests of Martinez Cogen Limited Partnership not owned by Foster Wheeler LLC on the Issue Date in accordance with the terms of the partnership agreement as in effect on the Issue Date; provided that the Fixed Charge Coverage Ratio immediately after giving effect to such repurchase or redemption exceeds the Fixed Charge Coverage Ratio immediately prior to such repurchase or redemption;

        (14) any Guarantee of the Debt of any Person, so long as such Guarantee is permitted by the covenant described under the caption "—Certain Covenants—Limitation on Debt and Disqualified or Preferred Stock";

        (15) Investments in a Securitization Subsidiary, that are necessary or desirable to effect any Permitted Receivables Financing;

        (16) any Investment by a Restricted Subsidiary that is not a Guarantor in any other Restricted Subsidiary that is not a Guarantor;

        (17) with respect to any construction, engineering of procurement project, deposits or other arrangements for restricted cash accounts made or created in connection with (i) advances or prepayments by customers under contracts entered into in or during the ordinary course of business or (ii) Contract Performance Arrangements, in each case with any bank or trust company described in clause (3) of the definition of "Cash Equivalents" or, with respect to deposits or arrangements made by Foreign Restricted Subsidiaries, determined by Foster Wheeler LLC in good faith to be of acceptable credit quality for such purpose, in each case made in the ordinary course of business; and

        (18) any Investment in Capital Stock of a Joint Venture organized under the laws of South Africa received as consideration for a sale of the type described in clause (12) of the definition of Asset Sale above.

        "Permitted Liens" means

        (1)   Liens existing on March 26, 2004;

        (2)   Liens in favor of Foster Wheeler LLC or any Restricted Subsidiary;

        (3)   Liens created by the indenture and the Collateral Documents securing the notes or any Note Guarantees;

        (4)   Liens on assets or properties, securing Obligations under or with respect to the Credit Facilities and Hedging Agreements entered into with respect to Debt under the Credit Facilities and Incurred pursuant to paragraph (b)(1) and (b)(6) of the covenant described in "—Limitation on Debt and Disqualified or Preferred Stock";

        (5)   pledges or deposits under worker's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or leases, or to secure public or statutory obligations, surety bonds, customs duties and the like, or for the payment of rent, in each case incurred in the ordinary course of business and not securing Debt;

        (6)   Liens imposed by law, such as landlords', carriers', vendors', warehousemen's and mechanics' liens, in each case for sums not yet due or being contested in good faith and by appropriate proceedings;

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        (7)   Liens in respect of taxes and other governmental assessments and charges which are not yet due or which are being contested in good faith and by appropriate proceedings promptly instituted and diligently pursued; provided that any reserve or other appropriate provision as shall be required in accordance with GAAP shall have been made therefor;

        (8)   Liens securing Trade Obligations that encumber the documents and other property the purchase of which is supported by such Trade Obligations and the proceeds thereof;

        (9)   survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property, not interfering in any material respect with the conduct of the business of Foster Wheeler LLC and its Restricted Subsidiaries;

        (10) Liens arising in the ordinary course of business securing advances, or progress or partial payments, by a customer of Foster Wheeler LLC or any Restricted Subsidiary encumbering assets purchased or built pursuant to any engineering, construction, procurement, manufacturing, equipment or supply contract with such customer;

        (11) licenses or leases or subleases as licensor, lessor or sublessor of any of its property, including intellectual property, in the ordinary course of business;

        (12) customary Liens in favor of trustees and escrow agents, and netting and setoff rights, banker's liens and the like in favor of financial institutions and counterparties to financial obligations and instruments, excluding Hedging Agreements, in each case, arising in the ordinary course of business;

        (13) restrictions on the transfer of assets to be sold pursuant to merger agreements, stock or asset purchase agreements and similar agreements so long as such transfer is otherwise permitted under the indenture and such restriction is imposed only during the period pending such disposition (so long as such restrictions do not continue for more than a customary period for transactions of such type);

        (14) options, put and call arrangements, rights of first refusal and similar rights relating to Investments in Joint Ventures, partnerships and the like that are not Subsidiaries;

        (15) judgment liens, and Liens securing appeal bonds or letters of credit issued in support of or in lieu of appeal bonds, so long as (i) no Event of Default then exists under paragraph six of "—Default and Remedies—Events of Default" and (ii) Foster Wheeler LLC or the respective Restricted Subsidiary is contesting such judgment in good faith and is maintaining adequate services in accordance with GAAP;

        (16) Liens upon the property or assets of any Restricted Subsidiary (other than a Guarantor) securing Performance Obligations otherwise permitted pursuant to clause (b)(14) and/or clause (b)(15) of the covenant described above under the caption "—Limitation on Debt and Disqualified or Preferred Stock";

        (17) Liens (including the interest of a lessor under a Capital Lease, but excluding any Liens arising pursuant to a Sale and Leaseback Transaction) on property that secures Debt Incurred for the purpose of financing all or any part of the purchase price or cost of engineering of, procurement for, or construction or improvement of such property and which attach within 365 days after the date of such purchase or the completion of construction or improvement to the extent such Debt is Incurred pursuant to clause (b)(7) of the covenant described under the caption "Limitation on Debt and Disqualified or Preferred Stock";

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        (18) Liens on property of a Person at the time such Person becomes a Restricted Subsidiary of Foster Wheeler LLC, provided such Liens were not created in contemplation thereof and do not extend to any other property of Foster Wheeler LLC or any Restricted Subsidiary;

        (19) Liens on property at the time Foster Wheeler LLC or any of the Restricted Subsidiaries acquires such property, including any acquisition by means of a merger or consolidation with or into Foster Wheeler LLC or a Restricted Subsidiary of such Person, provided such Liens were not created in contemplation thereof and do not extend to any other property of Foster Wheeler LLC or any Restricted Subsidiary;

        (20) Liens securing Hedging Agreements so long as such Hedging Agreements relate to Debt that is, and is permitted to be under the indenture, secured by a Lien on the same property securing such Hedging Agreements;

        (21) any pledge of the Capital Stock of an Unrestricted Subsidiary, Non-Wholly Owned Subsidiary or Joint Venture to secure Debt of such Unrestricted Subsidiary, Non-Wholly Owned Subsidiary or Joint Venture, to the extent such pledge constitutes an Investment permitted under the covenant described above under the caption "—Certain Covenants—Limitation on Restricted Payments";

        (22) extensions, renewals or replacements of any Liens referred to in clauses (1), (2), (16), (17), (18) or (19) in connection with the refinancing of the obligations secured thereby, provided that such Lien does not extend to any other property and, except as contemplated by the definition of "Permitted Refinancing Debt", the amount secured by such Lien is not increased;

        (23) Liens with respect to Joint Ventures or Non-Wholly Owned Subsidiaries or other similar arrangements to secure the obligations of one joint venture party to another, provided that such Liens do not secure Debt;

        (24) Liens on accounts receivable and related assets and proceeds thereof arising in connection with a Permitted Receivables Financing;

        (25) Liens resulting from the deposit of funds or evidences of Debt in trust for the purpose of defeasing Debt of Foster Wheeler LLC or any Restricted Subsidiary, which defeasance is otherwise permitted under the indenture;

        (26) Liens securing Debt of any Foreign Restricted Subsidiary or Martinez Cogen Limited Partnership otherwise permitted to be incurred under the indenture; and

        (27) other Liens (including any Liens arising in connection with any Sale and Leaseback Transaction) not permitted by the foregoing securing obligations in an aggregate amount not exceeding $10,000,000 at any time outstanding.

        For purposes hereof, any Liens Incurred by Foster Wheeler LLC or any of its Restricted Subsidiaries subsequent to March 26, 2004 shall be deemed to have been Incurred on the Issue Date (and, to the extent that such Liens would not have been permitted to have been Incurred at such time, Foster Wheeler LLC shall be deemed to be in breach of the covenant set forth under caption "—Certain Covenants—Limitation on Liens").

        "Permitted Receivables Financing" means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary purchases or otherwise acquires accounts receivable of Foster Wheeler LLC or any Restricted Subsidiaries and enters into a third party financing thereof on terms that the board of directors has concluded are customary and market terms fair to Foster Wheeler LLC and its Restricted Subsidiaries.

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        "Person" means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

        "Preferred Stock" means, with respect to any Person, any and all Capital Stock which is preferred as to the payment of dividends or distributions, upon liquidation or otherwise, over another class of Capital Stock of such Person.

        "Qualified Equity Interests" means all Equity Interests of a Person other than Disqualified Equity Interests.

        "Qualified Stock" means all Capital Stock of a Person other than Disqualified Stock.

        "Qualified Term Loans" means term loans incurred under a Credit Facility (i) the proceeds of which are applied to the redemption of all or a portion of the principal of the notes and (ii) that have a Stated Maturity no earlier than the notes, and the Average Life of which is at least equal to the remaining Average Life of the notes.

        "Restricted Subsidiary" means any Subsidiary of Foster Wheeler LLC other than an Unrestricted Subsidiary.

        "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill, Inc. and its successors.

        "Sale and Leaseback Transaction" means, with respect to any Person, an arrangement whereby such Person enters into a Capital Lease of property sold by such Person to the lessor in contemplation of such lease (other than a lease entered into solely for the purpose of permitting such Person to complete its commitments under any contractual arrangement with a customer of such Person in existence at the time of the sale to the lessor).

        "Securitization Subsidiary" means a Subsidiary of Foster Wheeler LLC:

        (1)   that is designated a "Securitization Subsidiary" by the board of directors,

        (2)   that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

        (3)   no portion of the Debt or any other obligation, contingent or otherwise, of which

        (A)  is Guaranteed by Foster Wheeler LLC or any Restricted Subsidiary of Foster Wheeler, LLC,

        (B)  is recourse to or obligates Foster Wheeler LLC or any Restricted Subsidiary of Foster Wheeler LLC in any way, or

        (C)  subjects any property or asset of Foster Wheeler LLC or any Restricted Subsidiary of Foster Wheeler LLC, directly or indirectly, contingently or otherwise, to the satisfaction thereof,

        (4)   with respect to which neither Foster Wheeler LLC nor any Restricted Subsidiary of Foster Wheeler LLC (other than an Unrestricted Subsidiary) has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results

other than, in respect of clauses (3) and (4), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

        "Senior Debt" means, on any date, collectively, (i) all Debt outstanding under Credit Facilities incurred pursuant to paragraph (b)(1) of the covenant described under the caption "—Certain

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Covenants—Limitation on Debt and Disqualification of Preferred Stock" but excluding any issued but undrawn letters of credit issued under the Credit Agreement or any other Credit Facility, (ii) any outstanding notes, Upsize Notes, Foster Wheeler LLC's 6.75% Senior Notes due 2005 and any other Debt Incurred after the Issue Date that ranks pari passu with the notes, (iii) any Debt (other than Trade Obligations) that is entitled to the benefits of any Lien upon any property of Foster Wheeler LLC or any Restricted Subsidiary, (iv) any Debt, other than Debt that is expressly subordinated to the notes, in respect of which any Restricted Subsidiary that is not a Guarantor is directly or indirectly obligated and (v) any Encumbered Performance Obligations.

        "Senior Debt to Consolidated Cash Flow Ratio" means, on any date, the ratio of (a) the sum of all Senior Debt on such date to (b) the aggregate amount of Consolidated Cash Flow for the four most recent full fiscal quarters for which internal financial statements are available immediately preceding the date of the transaction giving rise to the need to calculate the Ratio.

        "Significant Restricted Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the Issue Date.

        "Stated Maturity" means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable, (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment or (iii) with respect to any Debt payable "on demand", the date on which such demand is made or exercised in accordance with its terms.

        "Subordinated Debt" means any Debt of Foster Wheeler LLC or any Guarantor which is subordinated in right of payment to the notes or the Note Guarantee, as applicable, pursuant to a written agreement to that effect.

        "Subsidiary" means with respect to any Person, any corporation, association or other business entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such Person (or a combination thereof). Unless otherwise specified, "Subsidiary" means a Subsidiary of Foster Wheeler LLC.

        "Trade Obligations" means all letters of credit, bank guarantees, bankers' acceptances or other similar instruments issued in respect of trade payables or similar obligations but in any event excluding Performance Obligations.

        "U.K. Credit Facility" means the Financing Agreement dated as of January 26, 2004, by and among Foster Wheeler Limited, Foster Wheeler Energy Limited, Process Industries Agency Limited, Foster Wheeler South Africa (Pty) Limited, Foster Wheeler Properties (Pty) Limited, the guarantors signatory thereto, the lenders signatory thereto and Saberasu Japan Investments II B.V. as Collateral Agent and as Administrative Agent, as amended from time to time.

        "U.S. Government Obligations" means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agency or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof.

        "Unrestricted Subsidiary" means (1) any Securitization Subsidiary or (2) any Subsidiary of Foster Wheeler LLC that at the time of determination has previously been designated, and continues to be, an Unrestricted Subsidiary in accordance with the provisions of "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries." As of the Issue Date the following Subsidiaries will be designated as Unrestricted Subsidiaries: 4900 Singleton L.P.; 8925 Rehco, Inc.; Adirondack Resource

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Recovery Associates, L.P.; Barsotti's Inc.; BOC/FW Canoas Hidrogenio Ltda.; Chirliu, Inc.; Foster Wheeler Adibi Engineering; Foster Wheeler Adirondack, Inc.; Foster Wheeler America Latina, Ltda.; Foster Wheeler Andina S.A.; Foster Wheeler Architectural Services Corporation; Foster Wheeler Australia Proprietary Limited; Foster Wheeler Bridgewater, Inc.; Foster Wheeler Canadian Resources, Ltd.; Foster Wheeler Canoas Inc.; Foster Wheeler China, Inc.; Foster Wheeler Constructors de Mexico S. de R.I. de C.V.; Foster Wheeler Energy China, Inc.; Foster Wheeler Energy India, Inc.; Foster Wheeler Environmental Services, Inc.; Foster Wheeler Foundation; Foster Wheeler Funding II LLC; Foster Wheeler Global Pharmaceuticals, LLC; Foster Wheeler Hudson Falls, Inc.; Foster Wheeler Hydrobras, Inc.; Foster Wheeler Hydroven, Inc.; Foster Wheeler Hydrox, Inc.; Foster Wheeler Ingenieros Y Constructores, S.A. de C.V.; Foster Wheeler K.K.; Foster Wheeler (London) Limited; Foster Wheeler Maintenance, Inc.; Foster Wheeler Penn Resources, Inc.; Foster Wheeler (Philippines) Corporation; Foster Wheeler Rio Grande, L.P.; Foster Wheeler Saudi Arabia Company Limited; Foster Wheeler Somerset Limited Partnership; Foster Wheeler (Thailand) Limited; Foster Wheeler Trading Company A.G., S.A.; Foster Wheeler Trading Company, Ltd.; Foster Wheeler Vietnam Private LTD.; Foster Wheeler World Services Corporation; FW European E&C Ltd.; FWPI Ltd.; FWPS Specialty Products, Inc.; Hartman Consulting Corporation; HFM Field Services, Inc.; HFM Tray Canada, Ltd.; New Ashford, Inc.; Oy Bioflow A.B.; Perryville Corporate Park Condominium Association, Inc.; Somerset Corporate Center Associates; Thelco Co.; Tray, Inc.; Tray Special Products, Inc.; Tray (UK) Limited.

        "Upsize Notes" means up to $120,000,000 Fixed Rate Senior Secured Notes due 2011, Series B issued by Foster Wheeler LLC in a private transaction, which will have the same terms as the notes offered hereby, and the notes for which they may be exchanged in a subsequent registered exchange offer.

        "Voting Stock" means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

        "Wholly Owned" means, with respect to and Restricted Subsidiary, a Restricted Subsidiary all of the outstanding capital stock of which (other than any director's qualifying shares) is owned by Foster Wheeler LLC and/or one or more of its Wholly Owned Restricted Subsidiaries (or a combination thereof).

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[ADDITIONAL SECTION FOR NEW NOTES PROSPECTUS]

COMPARISON OF RIGHTS

        The rights of holders of the 2005 notes are governed by the 2005 notes indenture and the global senior note. Upon completion of the exchange offer, holders of 2005 notes who have accepted the exchange offer will become holders of the new notes, as well as holders of common shares and preferred shares of Foster Wheeler Ltd. The rights of holders of new notes will be governed by the new notes indenture, and the global senior note. The rights of holders of common shares and preferred shares will be governed by the Companies Act, the certificate of designation for the preferred shares and Foster Wheeler Ltd.'s memorandum of association and bye-laws. The term "member" when used under the Companies Act, the certificate of designation and the memorandum of association and bye-laws of Foster Wheeler Ltd. is used interchangeably with the term "shareholder" in this prospectus.

        The new notes will contain certain covenants in addition to the covenants applicable to the 2005 notes, prior to giving effect to the proposed amendments, and the new notes will mature in 2011. Also, if Foster Wheeler LLC obtains the consent of the holders of at least a majority of the aggregate principal amount of the 2005 notes in the consent solicitation, the rights of holders of the 2005 notes under the indenture to the security currently in place with respect to the 2005 notes will be eliminated, whereas the new notes will continue to be secured.

        There are differences between your rights as a holder of 2005 notes which are issued under an indenture governed by New York law and the rights of holders of common shares and preferred shares which are governed by Bermuda law, which is modeled after the corporate laws of England and Wales. In addition, there are differences between the governing documents of Foster Wheeler LLC which are governed by Delaware law, and the governing documents of Foster Wheeler Ltd. which are governed by Bermuda law.

        The following discussion is a summary of the material differences between the rights of holders of 2005 notes and holders of new notes, as well as material differences between the rights of holders of 2005 notes and holders of common shares and preferred 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 2005 notes 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 indentures referred to above, the global notes, and each of Foster Wheeler Ltd.'s and Foster Wheeler LLC's governing documents.

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2005 Notes Compared to New Notes

Provision Applicable to Holders of 2005 Notes	Provision Applicable to Holders of New Notes
Interest Rate
Interest is payable on the 2005 notes at a rate of 6.75% per annum.	The interest rate on the new notes is based on a spread of 6.65% plus the yield on U.S. Treasury notes having a remaining maturity, as of the second business day prior to the expiration date of the exchange offer, equal to the maturity of the new notes. See "Description of the New Notes—Interest Rate."
Collateral
The 2005 notes are secured by a first priority lien on (1)any facility the gross book value of which exceeds 1% of the consolidated net tangible assets of Foster Wheeler LLC and the guarantors of the 2005 notes, (2) intercompany debt and stock of domestic subsidiaries, (3) 100% of the stock held in domestic subsidiaries, and (4) 66% of the stock held in certain foreign subsidiaries.	The new notes will be the senior secured obligations of Foster Wheeler LLC. The new notes will rank pari passu with Foster Wheeler's obligations under the senior secured credit agreement and its obligations under the upsize notes. The new notes will be secured by a lien on the following assets of Foster Wheeler LLC and each of the guarantors of the new notes: (1) substantially all of its tangible and intangible assets, excluding intercompany debt and receivables and capital stock held in subsidiaries, except as described in (2) and (3) below, (2) capital stock held in certain of Foster Wheeler LLC's and the guarantors' direct subsidiaries, and (3) certain specified existing intercompany notes, as well as certain future intercompany notes (see "Description of the New Notes—Security" and "Description of the New Notes—Certain Covenants—Limitation on Debt and Disqualified or Preferred Stock.")
Guarantees
The 2005 notes are fully and unconditionally guaranteed by certain subsidiary guarantors as described in footnote 24.A to the consolidated financial statements of Foster Wheeler Ltd. contained in Foster Wheeler's current report on Form 8-K filed on April 9, 2004, incorporated by reference into this prospectus.	The new notes will be fully and unconditionally guaranteed by Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and the subsidiary guarantors as described in this prospectus which are a different group of subsidiaries than those that guaranteed the 2005 notes.
Limitation on Debt
The indenture includes a covenant regarding limitations on debt incurred by restricted subsidiaries.	The indenture will include a covenant restricting Foster Wheeler LLC and certain of its subsidiaries from incurring indebtedness and preferred stock.
Limitation on Restricted Payments
The indenture does not include a covenant regarding restricted payments.	The indenture will include a covenant restricting Foster Wheeler Ltd., Foster Wheeler LLC and certain of subsidiaries from making dividends, loans, investments and other payments or distributions.

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Limitation on Asset Sales
The indenture does not include a covenant regarding a limitation on asset sales.	The indenture will include a covenant limiting Foster Wheeler Ltd., Foster Wheeler LLC and its subsidiaries from making certain asset sales.
Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries
The indenture does not include a covenant regarding a limitation on dividends and other payment restrictions affecting restricted subsidiaries.	The indenture will include a covenant limiting the ability of the subsidiaries of Foster Wheeler LLC to enter into agreements that restrict their ability to make dividends or other payments.
Limitation on Transactions with Affiliates
The indenture does not include a covenant regarding transaction with affiliates.	The indenture will include a covenant limiting Foster Wheeler LLC and its subsidiaries from entering into transactions with its affiliates.
Limitation on Subsidiary Guarantees
The indenture does not include a limitation on subsidiary guarantees.	The indenture will include a covenant limiting Foster Wheeler LLC's subsidiaries from guaranteeing debt and other obligations.
Mergers, Consolidations, Sales of Substantially all Assets
Foster Wheeler LLC is permitted to merge with, consolidate with, or sell substantially all of its assets only to a person who is domiciled in the U.S. and who assumes its obligations on the 2005 notes.	Foster Wheeler LLC is permitted to merge with, consolidate with, or sell substantially all of its assets only to a person who is domiciled in the U.S. or Bermuda and who assumes its obligations on the new notes. In addition, such transaction will be permitted only if Foster Wheeler would be able to satisfy the debt ratio in the limitation of debt covenant.
Change of Control Offer
The indenture does not provide for an offer to purchase in the event of a change of control.	The indenture will require Foster Wheeler LLC to make an offer to purchase the new notes for 101% of their aggregate principal amount in the event of a change of control.

Events of Defaults
The indenture includes the following events of default:		The indenture will contain the following events of default:
•	default in the payment of any interest installments,	•	default in payment of principal or premium, if any, either at stated maturity or upon acceleration or redemption or otherwise,
•	default in the payment of any principal of or premium on the 2005 notes either at stated maturity, upon redemption, by declaration or otherwise,	•	default in the payment of any interest installments, and the default continues for 30 days,

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•	default in the performance or breach of any covenant of Foster Wheeler LLC in the indenture upon notice by holders of at least 25% in principal amount of the 2005 notes,	•	failure to make an offer to purchase, and thereafter accept and pay for any new notes tendered, upon a change of control, or failure to comply with the covenant described above under "Mergers, Consolidations, Sales of Substantially all Assets,"
•	default resulting in acceleration or failure to pay at maturity (1) other debt of Foster Wheeler LLC or debentures guaranteed in excess of $15 million, (2) debt of any subsidiary which Foster Wheeler LLC has assumed or on which Foster Wheeler LLC has otherwise become directly liable in a principal amount of $15 million or more, upon notice by holders of at least 25% in aggregate principal amount of the 2005 notes, or	•	default in performance or breach of any covenant of Foster Wheeler or any restricted subsidiary in the indenture or under the new notes, the collateral documents relating to the notes, continuing for 60 days after notice from holders of 25% in principal amount of the new notes,
•	the occurrence of certain bankruptcy events with respect to Foster Wheeler LLC.	•	in respect of debt of Foster Wheeler or any significant restricted subsidiary having an aggregate outstanding principal amount of $15 million or more (i) a default resulting in the acceleration of that debt or (ii) failure to make a payment of principal when due, and such failure is not duly cured,
		•	one or more final judgments for payment against Foster Wheeler or any significant restricted subsidiary for money, and an amount in excess of $15 million in respect of such judgments remains due and unpaid 60 consecutive days after it is due,
		•	the occurrence of certain bankruptcy events with respect to Foster Wheeler LLC or certain affiliates,
		•	any note guarantee ceases to be in full force and effect, other than in accordance with its terms, or a Guarantor denies or disaffirms its obligations under a note guarantee,
		•	collateral having an aggregate fair market value of $15 million or more, (i) ceases to secure the new notes or becomes unenforceable, other than in accordance with the terms of the collateral, subject to cure, and (ii) Foster Wheeler or any restricted subsidiary asserts that such collateral is invalid.

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2005 Notes Compared to Preferred Shares and Common Shares

Provision Applicable to Holders of 2005 Notes	Provision Applicable to Holders of Common Shares and Preferred shares
Shareholders' Meetings
There are no provisions in the indenture that provide for meetings of holders.	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
There are no provisions in the indenture that provide for meetings of holders and therefore no corresponding "quorum" requirement. The indenture does, however, require consent of a minimum percentage of outstanding notes for any noteholder action.	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
There are no provisions in the indenture that provide for meetings of holders and therefore no corresponding notice of meetings. The indenture does, however, provide for notice to holders upon the occurrence of certain events such as defaults or requested action by holders.	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
The holders of a majority in aggregate principal amount then outstanding of the 2005 notes may at any time remove the Trustee and appoint a successor Trustee.	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 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 2005 notes do not have voting rights with respect to changes in the indenture that do not adversely affect holders of 2005 notes which are specifically enumerated in the indenture such as the addition of (i) covenants for the benefit of holders, (ii) events of default and (iii) security on respect of the 2005 notes. Unless specifically enumerated as not requiring consent, holders of a majority in aggregate principal amount of 2005 notes then outstanding may amend the indenture, except as follows. The affirmative vote of each holder of the 2005 notes is required to: •  change the maturity, or any installment of principal or interest; •  reduce the principal amount, •  reduce the interest rate or change the time of payment of interest, •  reduce any amount payable on redemption, •  change the place or currency of payment, •  impair the right to institute suit for the enforcement of any payment, or •  reduce the percentage in principal amount of outstanding 2005 notes that is required to modify or amend the indenture, to waive compliance with certain provisions of the indenture or to waive certain defaults.	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. Prior to becoming convertible, each holder of preferred shares will have the number of votes the common shares issuable upon conversion of such preferred shares would have. If and when the preferred shares become convertible at each holder's option, they will cease to vote except in limited circumstances as described in the next paragraph or as otherwise required under applicable law. Any amendment, alteration or repeal of the terms of the memorandum of association and bye-laws or the certificate of designation which would affect the powers, preferences, or special rights of the preferred shares, or any variation of the rights of the common shares or the preferred shares generally as a class, will require the approval of holders of at least three-fourths of the outstanding affected class of shares. This approval can be evidenced either by a unanimous consent in writing or by a resolution passed at a meeting of the holders of the relevant class of shares at which a quorum consisting of at least two persons holding or representing one-third of the issued and outstanding shares of the relevant class is present.
Amendment of Terms of Securities
Same as discussed under "Approval Requirements Generally."	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.

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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: (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. 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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Approval of Business Combination
The indenture permits Foster Wheeler LLC to consolidate or merge with or into any other person, and to transfer all or substantially all of its assets to any other person without the approval of holders of 2005 notes provided that upon such consolidation, merger or transfer: •  Foster Wheeler LLC's obligations under the indenture are expressly assumed by the person (if other than Foster Wheeler LLC) formed by the consolidation or into which Foster Wheeler LLC merged or the person that acquired all the assets transferred; •  the surviving person is organized under the laws of the United States; •  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 occurred and be continuing; and •  the trustee receives an opinion of counsel and officers' certificate to the effect that such consolidation, merger or asset transfer and any such assumption complies with the provisions of the indenture and that all conditions precedent relating to such transactions have been complied with.	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.
	The Companies Act also provides that where an offer is made for shares in a company by another company and, within four months of the offer, the holders of not less than 90% in value of the shares which are the subject of the offer accept, the offeror may by notice, given within two months after the expiration of the said four months, require the dissenting shareholders to transfer their shares on the terms of the offer. Dissenting shareholders may apply to a court within one month of such notice objecting to the transfer and the court, in its discretion, may give such order as it thinks fit.

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Dissenters' Rights
There are no provisions in the indenture that provide for 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
The 2005 notes are not entitled to payment of dividends. Interest on the 2005 notes is accrued at a rate of 6.75% per annum and is computed on the basis of a 360-day year of twelve 30-day months. Interest in respect of the 2005 notes is paid semi-annually on each May 15 and November 15.	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 to shareholders 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. In certain circumstances, the preferred shares may be entitled to distributions as described under "Description of Share Capital—Preferred Shares—Terms of the Series B Convertible Preferred Shares Offered in the Exchange Offer—Dividend Rights."
Repurchase and Redemptions
The 2005 notes are not redeemable prior to maturity.	Under the Companies Act, a company may repurchase its own shares. However, the funds for such a repurchase must be either (1) capital paid-up on the shares in question; (2) proceeds of a new issue of shares made for the purposes of the repurchase; or (3) 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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Provision Applicable to Holders of 2005 Notes	Provision Applicable to Holders of Common Shares and Preferred shares
Enforcement Rights
Upon the occurrence of an event of default under the indenture, the trustee or the holders of not less than 25% in aggregate principal amount of 2005 notes then outstanding may by written notice to Foster Wheeler LLC, if given by the trustee, or to the trustee, if given by holders, declare the entire outstanding principal amount and any accrued interest to be due and payable immediately. The trustee shall institute any action or proceedings at law or in equity to enforce the provisions of the indenture against Foster Wheeler LLC. Holders of at least a majority in aggregate principal amount of 2005 notes then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee.	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 (1) where the act complained of is alleged to be beyond the corporate power of the company or is illegal; (2) 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; (3) where an act requires approval by a greater percentage of the company's shareholders than actually approved it; or (4) 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 2005 notes are fully and unconditionally guaranteed by certain subsidiary guarantors as described in footnote 24.A to the consolidated financial statements of Foster Wheeler Ltd. contained in Foster Wheeler's annual report on Form 10-K for the year ended December 26, 2003 incorporated by reference into this prospectus. The 2005 notes are also secured by a first priority lien on (1) any facility the gross book value of which exceeds 1% of the consolidated net tangible assets of Foster Wheeler LLC and the guarantors of the 2005 notes, (2) intercompany debt and stock of domestic subsidiaries, (3) 100% of the stock held in domestic subsidiaries, and (4) 66% of the stock held in certain foreign subsidiaries.	The common shares and preferred shares are not guaranteed by any entity.

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Derivative Suits
There are no provisions in the indenture that provide for derivative suits.	The Bermuda courts ordinary 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 (1) where the act complained of is alleged to be beyond the corporate power of the company or illegal; (2) 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; (3) where an act requires approval by a greater percentage of the company's shareholders than actually approved it; or (4) 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 indemnified the trustee for any loss, liability or expense incurred without negligence or willful misconduct of the trustee arising out of or in connection with the administration of the indenture including the cost and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the indenture.	Under the Companies Act, a company is permitted to indemnify any officer or director against (1) 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 (2) 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
The indenture contains provisions limiting the liability of the trustee as long as the trustee acted in good faith. The indenture does not relieve the trustee for liability for its own negligent action, failure to act or wilful misconduct.	Under the Companies Act, a director must observe a 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
There are no provisions in the indenture that provide for inspection of books and records of Foster Wheeler LLC by holders of 2005 notes.	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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[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 are the material U.S. federal income tax considerations of the exchange offer generally applicable to (1) holders of the 2005 notes who hold the notes as capital assets, (2) holders of new notes who hold such notes as capital assets and who acquire such notes pursuant to the exchange offer and (3) holders of preferred shares or common shares (which we refer to collectively as shares) who hold such shares as capital assets and who acquire such 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:

•

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, new notes or 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



•

a Non-U.S. Holder (as defined below) that is a U.S. expatriate, "controlled foreign corporation," "passive foreign investment company," or "foreign personal holding company."

        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 or 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 by the Internal Revenue Service or a court, which could affect the tax consequences described herein.

        For purposes of this description, a U.S. Holder is a beneficial owner of 2005 notes, new notes or 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;



•

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 2005 notes, new notes or 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 2005 notes, new notes or 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

Exchanging Holders

Exchange of 2005 Notes for New Notes, Common Shares and Preferred Shares

        Classification of Notes as Securities.    The U.S. federal income tax consequences to holders who exchange their 2005 notes for new notes and shares will depend upon whether the 2005 notes and the new 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 or administrative rulings. The determination of whether a debt instrument constitutes a security for U.S. federal income tax purposes depends upon an overall evaluation of the nature of the debt, the degree of participation and continuing interest in the affairs of the business and certain other considerations. In making this evaluation, courts have typically focused on the original term of the instrument, or the length of time between the issuance of the debt instrument and its maturity. In general, (1) debt instruments with an original term of 5 years or less are not likely to be considered securities, (2) debt instruments with an original term of 10 years or more are likely to be considered securities and (3) the classification as securities of debt instruments with an original term of more than 5 but less than 10 years is uncertain.

        The original term of the 2005 notes was 10 years. Accordingly, the 2005 notes should constitute securities for U.S. federal income tax purposes unless they were deemed exchanged for newly issued 2005 notes as a result of amendments to the indenture governing the 2005 notes that were made in 2001 and 2002. Foster Wheeler LLC has treated those amendments as not giving rise to any such deemed exchange. However, due to the factual nature of the inquiry and the lack of clear authority on the issue, such treatment is uncertain. With respect to the new notes (which will have an original term of approximately 7 years), Foster Wheeler LLC intends to take the position that such notes should be treated as securities for U.S. federal income tax purposes. However, due to the lack of clear authority with respect to the classification as securities of debt instruments, such as the new notes, that have an original term of more than 5 but less than 10 years, the treatment of the new notes as securities is uncertain. Because of the uncertainties described above, counsel will not render an opinion on the classification of the 2005 notes or the new notes as securities.

        Notes Treated as Securities.    Foster Wheeler Ltd. will issue shares to exchanging holders of 2005 notes on behalf of Foster Wheeler LLC and in consideration for delivery of the 2005 notes to Foster Wheeler LLC. Accordingly, Foster Wheeler LLC intends to take the position that shares received by holders of 2005 notes pursuant to the exchange offer should be treated for U.S. federal income tax purposes as contributed by Foster Wheeler Ltd to Foster Wheeler LLC and then transferred by Foster Wheeler LLC to such holders along with new notes in exchange for 2005 notes. Subject to the discussion below under "—Alternative Characterizations," if the 2005 notes and the new notes constitute securities for U.S. federal income tax purposes, the exchange of 2005 notes for new notes and shares pursuant to the exchange offer under this treatment will be a partially tax-free "recapitalization" for U.S. federal income tax purposes. If you are a U.S. Holder of 2005 notes, you generally would recognize gain (but only to the extent of the fair market value of shares received), and would not recognize any loss, realized on your receipt of new notes and shares in exchange for your 2005 notes. Your net gain or loss realized would be calculated as described below under "—Notes Not Treated as Securities." However, if you are a U.S. Holder that will own 5 percent or more of our shares, by vote or value, immediately after the exchange, additional requirements may apply in order to avoid recognition of the full amount of any gain realized on the exchange (including any amount of

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such gain in excess of the fair market value of shares received). Such holders should consult their own tax advisors regarding the consequences of the exchange to them in their particular circumstances.

        Subject to the discussion below relating to U.S. Holders of 2005 notes with market discount, any gain recognized by a U.S. Holder on the exchange generally will be capital gain. 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.

        Any recognized 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 2005 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. Any remaining accrued market discount on your 2005 notes would be treated as accrued market discount with respect to your new notes to the extent your new notes have market discount. Market discount is the excess, as of the date of your acquisition of a 2005 note or new note, of the note's stated redemption price at maturity (or issue price in the case of new notes, if the new notes are treated as issued with original issue discount) over your tax basis in the note, subject to a de minimis rule. Market discount, if any, accrues ratably from the date you purchase a 2005 note until its final maturity.

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

        If you are a U.S. Holder, (1) your initial tax basis of the new notes received in the exchange generally would be the same as the tax basis of the 2005 notes exchanged (less any basis attributable to accrued but unpaid interest), decreased by the fair market value of shares received and increased by the amount of any gain recognized on the exchange and (2) your holding period in the new notes generally would include the period during which you held the 2005 notes. Your initial tax basis in 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.

        Notes Not Treated as Securities.    Subject to the discussion below under "Alternative Characterizations," if it is determined that either the 2005 notes or the new notes are not "securities," the exchange of 2005 notes for new notes and shares will be a taxable event for U.S. federal income tax purposes. In that case, if you are a U.S. Holder of 2005 notes, you will recognize net gain or loss on such exchange in an amount equal to the difference between (1) the sum of (A) the issue price of the new notes plus (B) the fair market value of the shares received in the exchange offer and (2) your adjusted tax basis in the 2005 notes exchanged (less any basis attributable to accrued but unpaid interest). Subject to the discussion below relating to U.S. Holders of 2005 notes 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 2005 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 new notes and shares received pursuant to the exchange offer will equal the issue price of those new notes and the fair market value of those shares on the date of the

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exchange, respectively, and your holding period for those new notes and shares will begin on the day following the date of the exchange.

        Cash Received for Accrued but Unpaid Interest.    If you are a U.S. Holder, cash received by you in respect of accrued but unpaid interest on your 2005 notes will be treated as a payment of interest.

Liquidated Damages

        Certain exchanging holders of 2005 notes are entitled to receive payments of liquidated damages from us under the circumstances described above in "The Exchange Offer and Consent Solicitation—Terms of the Exchange Offer—Registration Rights." We intend to treat such liquidated damages, if any, as taxable income of such holders.

Alternative Characterizations

        Treatment of Exchanges as Section 351 Transaction.    If, pursuant to the exchange offer, the holders of trust securities, convertible notes, Robbins bonds and 2005 notes who transfer (or are deemed to transfer) property directly to Foster Wheeler Ltd. in exchange for shares own, immediately after the exchanges, shares having at least 80% of the voting power of all classes of shares of Foster Wheeler Ltd. entitled to vote, the convertible notes constitute "securities" for tax purposes and certain other requirements are satisfied, the exchange would be characterized in the aggregate as a transaction that is described in Section 351 of the Code. Accordingly, the determination of whether Section 351 will apply to the exchanges will ultimately depend on facts in existence at the time of the exchanges, including the extent of the ownership by such holders of shares not acquired in the exchange offer, which may be difficult to ascertain. If Section 351 were to apply to the exchanges, the U.S. federal income tax consequences to exchanging U.S. Holders could differ significantly from those described above. The U.S. federal income tax consequences to exchanging U.S. holders would also differ if exchanging holders of 2005 notes are deemed to transfer a portion of their 2005 notes directly to Foster Wheeler Ltd. in a transaction not governed by Section 351. U.S. Holders should consult their tax advisors regarding these characterizations of the exchanges and the consequences to them, in their particular circumstances, of such possible characterizations.

        Treatment of Transfers to Exchanging Holders as Payment of Fee.    Foster Wheeler LLC intends to treat the transfer of shares and new notes to exchanging holders, for U.S. federal income tax purposes, solely as consideration provided by it for the exchange. However, it is possible that the transfer of a portion of the shares or the new notes to exchanging holders could instead be treated as a fee paid to such holders as separate consideration for their participation in the exchange offer and consent to the proposed amendments to the indenture governing the 2005 notes (rather than as consideration for the 2005 notes exchanged). If the transfer of a portion of the shares or the new notes to exchanging holders is properly characterized as a fee, such portion would be taxable to U.S. Holders as ordinary income and the amount of gain or loss realized by U.S. Holders would be adjusted accordingly. U.S. Holders should consult their tax advisors regarding the possibility (and consequences to them in their particular circumstances) of such a characterization.

Non-Exchanging Holders

        If you are a U.S. Holder of 2005 notes and you do not exchange your 2005 notes for new notes and shares 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.

        In general, a modification of a debt instrument is a significant modification if, based on all facts and circumstances (and considering collectively all changes to the debt instrument other than certain specified changes that are subject to special rules), the legal rights or obligations that are altered and

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the degree to which they are altered are "economically significant." In addition, the applicable Treasury regulations provide exceptions to this general rule under which certain modifications are not treated as significant modifications. These exceptions include (1) a modification that adds, deletes or alters customary accounting or financial covenants and (2) a modification that eliminates the collateral or other form of credit enhancement for a recourse debt instrument, unless the modification results in a change in payment expectations (which will be the case if there is a substantial impairment of the obligor's capacity to meet the payment obligations under the debt instrument and that capacity was adequate prior to the modification and is primarily speculative after the modification). However, there is no authority addressing the types of covenants that are considered customary accounting or financial covenants for this purpose or applying the standards for determining whether a change in payment expectations has occurred. Accordingly, the application of these exceptions to the proposed amendments to the 2005 notes is uncertain. Foster Wheeler LLC. intends to take the position that the proposed amendments do not constitute a significant modification of the 2005 notes and therefore will not result in a deemed exchange of your 2005 notes for new 2005 notes.

        If the proposed amendments do constitute a significant modification, you would be deemed to exchange your 2005 notes for new 2005 notes in a likely taxable transaction with respect to which you would be required to recognize gain or loss for U.S. federal income tax purposes. Certain consequences of such a deemed exchange, including the appropriate measure for determining your amount realized (either face amount or fair market value of the new 2005 notes) for purposes of computing your gain or loss and the possible creation of original issue discount with respect to your new 2005 notes (based on the excess of the face amount of the new 2005 notes over their fair market value), generally would depend upon the amount and type of trading activity with respect to the 2005 notes around the time of the deemed exchange. If the proposed amendments constitute a significant modification, you may recognize taxable gain and/or interest income without a corresponding receipt of cash.

        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 2005 notes.

Ownership of New Notes

Issue Price of New Notes

        Depending upon the amount and type of the trading activity with respect to the 2005 notes or the new notes, the issue price of the new notes would be either (1) the face amount of the new notes (which could exceed their fair market value) or (2) the fair market value of the new notes on the date of the exchange of 2005 notes for new notes.

Original Issue Discount; Payments of Interest

        If the issue price of the new notes is determined based on their fair market value, the new notes would be treated as issued with original issue discount, or OID, to the extent their stated redemption price at maturity (that is, the sum of all payments to be made on the new notes other than stated interest) exceeds their issue price by more than a de minimis amount. A fair market value issue price can effectively convert market discount on a 2005 note into OID on a new note. Subject to the discussions below regarding acquisition premium and amortizable bond premium, any OID on the new notes would be includible in your income on a constant yield-to-maturity basis over the term of the new notes.

        If the exchange of 2005 notes for new notes and shares qualifies as a recapitalization under the Code and a U.S. Holder is treated as having acquired new notes in the exchange at an "acquisition premium," the amount of any OID includible in the holder's gross income in any taxable year will be reduced by an allocable portion of such acquisition premium. A U.S. Holder will be treated as having acquired new notes in the exchange at an acquisition premium if the holder's tax basis in the new notes

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is greater than the issue price of the new notes and less than or equal to the stated principal amount of the new notes.

        If a U.S. Holder's basis in new notes exceeds the stated principal amount of those notes, the notes would be treated as issued with bond premium and no OID would be required to be included in the holder's gross income in respect of the notes. U.S. Holders may elect to amortize the amount of any bond premium on their new notes. If made, an election to amortize bond premium applies to all taxable debt obligations then owned and thereafter acquired by the holder and may be revoked only with the consent of the Internal Revenue Service.

        You generally will be taxed on stated 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.

        If you are a U.S. Holder, subject to the succeeding sentence, interest paid by us on the notes (and OID, if any) will be treated as income from sources outside the United States for purposes of computing your allowable foreign tax credit. 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 interest would (subject to a de minimis exception) be treated as U.S. source income to the extent allocable to income derived from U.S. sources if you are, or are related to, a U.S. Holder that actually or constructively owns 10 percent or more of the voting power of Foster Wheeler Ltd. shares. 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 notes equal to the difference between the amount realized on such sale, exchange or retirement and your adjusted tax basis in your 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.

Ownership of Common Shares and Preferred Shares

Distributions

        We have not paid a dividend on our common shares since July 2001 and have no intention of paying any dividends on our common shares in the foreseeable future. We will not pay any dividends on our preferred shares except to the extent provided under "Description of Share Capital—Preferred Shares". If we were to pay dividends in the future on our common shares or preferred shares, 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 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,

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that the amount of any distribution exceeded our current and accumulated earnings and 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 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, subject to the succeeding sentence, any dividends paid to you with respect to your 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 (subject to a de minimis exception) 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 paid by Foster Wheeler Ltd. on the shares would not qualify for such reduced rates and would be taxed at ordinary income rates.

Constructive Distributions

        Under Section 305(c) of the Code, adjustments (or failures to make adjustments) to the conversion ratio on the preferred shares that have the effect of increasing the proportionate interest of a United States Holder in our assets or earnings may result in a taxable deemed distribution to the holder. Any deemed distribution will be subject to U.S. federal income tax in the same manner as an actual distribution received by the holder, as described under "Distributions" above.

Sale or Exchange of Common Shares and Preferred 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 shares equal to the difference between the amount realized on such sale or exchange and your adjusted tax basis in your shares. We believe that a U.S. Holder of preferred shares generally should not recognize gain or loss with respect to (i) the shares becoming convertible upon an increase in our authorized capital or (ii) its receipt of common shares upon the conversion of its preferred shares. However, no statutory, judicial or administrative authority directly addresses the tax consequences associated with stock having terms like the preferred shares, and it is possible that a U.S. Holder may recognize income, which may be ordinary income, on either of the events described above.

        Except as described above, any gain or loss recognized on the sale or exchange of shares received in the exchange offer (or common shares received upon the conversion of such preferred shares) 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.

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 shares issued pursuant to the exchange offer and any common shares issued upon the conversion of such preferred shares 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 shares were treated as stock of a PFIC, gain realized on the sale or other disposition of the 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

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the shares ratably over your holding period for the 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 2005 Notes for New Notes and 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 2005 notes for new notes and shares (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.

Ownership of New Notes, Common Shares and Preferred Shares

        Under U.S. federal income tax law, and subject to the discussion of backup withholding below, if you are a Non-U.S. Holder, any interest (including OID), on the notes or dividends on shares paid to you (or deemed paid to you, as described above under "—Constructive Distributions") 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 (including OID) or dividend income is attributable, and



•

derive the interest (including OID) or dividend income 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 the notes or any shares 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 (including OID) on the notes, dividends on the shares and proceeds from the sale, exchange or retirement of the notes or shares made within the United States to a holder of the notes or shares, other than an exempt recipient, including a corporation, a Non-U.S. Holder that provides an appropriate certification and certain other persons. If information reporting applies to any such payment, a payor will be required to deduct backup withholding tax from the payment, if the 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.

A-86

The above description is not intended to constitute a complete analysis of all tax consequences relating to the exchange of 2005 notes for new notes and the acquisition, ownership and disposition of the new notes and 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 new notes or shares.

A-87

[ALTERNATE BACK COVER FOR NEW NOTES PROSPECTUS]

FOSTER WHEELER LLC
AND
FOSTER WHEELER LTD.

Offer to Exchange

Up to $150 million in Principal Amount of Fixed Rate Senior Secured Notes due 2011, Series A Issued by Foster
Wheeler LLC and Guaranteed by Foster Wheeler Ltd., Foster Wheeler Holdings, Ltd. and certain Subsidiary Guarantors

and up to 12,410,200 Common Shares of Foster Wheeler Ltd. and 133,600 Series B Convertible Preferred Shares (Liquidation Preference of $0.01 Per Preferred Share) of Foster Wheeler Ltd.
for

Any and All Outstanding 6³/4% Senior Notes due 2005 of Foster Wheeler LLC
Guaranteed by Foster Wheeler Ltd. and certain Subsidiary Guarantors
and

Solicitation of Consents to Proposed Amendments to

the Indenture Relating to the 6³/4% 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 Securityholders call toll free (800) 891-3214

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and Continental Finance Company Ltd.

        Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and Continental Finance Company Ltd. are Bermuda companies. 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 (although Foster Wheeler Ltd. has not agreed to indemnify its auditors even though permitted by Bermuda law). 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.

        Foster Wheeler Holdings 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 or dishonesty and it maintains liability insurance covering its directors and officers and those of its subsidiaries.

        Continental Finance Company 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 or dishonesty.

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,

II-1

or arising out of his or her status as such. We have acquired customary 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

        Foster Wheeler LLC is a Delaware limited liability company. 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 forth in its limited liability company agreement. The limited liability company agreement of Foster Wheeler LLC provides that each member or manager of the 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

II-2

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 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.

Financial Services S.a.r.l.

        Financial Services S.a.r.l. is a limited liability corporation organized under Luxembourg law. Under Luxembourg law, civil liability of directors both to Financial Services S.a.r.l. ("Financial Services") and to third parties is generally considered to be a matter of public policy. It is possible that Luxembourg courts would declare void an explicit or even implicit contractual limitation on directors' liability to Financial Services. Financial Services, however, can validly agree to indemnify its directors against the consequences of liability actions brought by third parties (including shareholders if such shareholders have personally suffered a damage which is independent of and distinct from the damage caused to the company).

        Under Luxembourg law, an employee of Financial Services can only be liable to Financial Services for damages brought about by his or her willful acts or gross negligence. Any arrangement providing for the indemnification of officers against claims of Financial Services would be contrary to public policy. Employees are liable to third parties under general tort law and may enter into arrangements with Financial Services providing for indemnification against third party claims.

        Under Luxembourg law, an indemnification agreement can never cover a willful act or gross negligence.

        Financial Services' Domiciliation Agreement and Bylaws are silent as to the issue of indemnification of its officers and directors.

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Foster Wheeler Europe Limited

        Foster Wheeler Europe Limited is a corporation formed in the United Kingdom under the U.K. Companies Act of 1985 (as amended) (the "Companies Act"). Section 310 of the Companies Act nullifies any provision contained in a company's articles of association or in any other contract with the company for exempting any director, officer or auditor of the company, or indemnifying such person against, any liability that would attach to him by rule of law in respect of any negligence, default, breach of duty or breach of trust for which such person may be guilty with respect to such company. However, Section 310 permits a company to purchase or maintain insurance for its directors, officers and auditors against liabilities of this nature and permits a company to indemnify any director, officer or auditor against any liability incurred by such person that results from defending any proceedings (civil or criminal) in which a judgment is given in such person's favor or such person is acquitted or application is made under Section 144(3) or (4) of the Companies Act (acquisition of shares by innocent nominee) or Section 727 of the Companies Act (general power to grant relief in the case of honest and reasonable conduct) where relief is granted to such director, officer or auditor by the court.

        Foster Wheeler Europe Limited's Articles of Association provide that every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, or in connection with any application under Section 144 or Section 727 of the Companies Act in which relief is granted to him by the Court, and no director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto. These indemnification provisions shall only have effect in so far as its provisions are not avoided by Section 310 of the Companies Act.

        The Articles of Association further provide that the directors shall have power to purchase and maintain for any director, officer or auditor of the Company insurance against any such liability as is referred to in Section 310(1) of the Companies Act.

FW Energie B.V.

        FW Energie B.V. is a Dutch limited liability company. In general, Dutch law provides that a B.V. should indemnify its managing director in the event that he or she is liable to a third party for damages caused in his or her capacity as managing director, unless the liability results from his or her gross negligence or intentional misconduct (including not taking action to prevent the consequences of improper performance by the board). Under certain circumstances, this provision does not apply, and the B.V. and the managing director may agree that the B.V. will indemnify the managing director in such circumstances.

        Besides the general concept of tort liability, Dutch law contains various specific statutory provisions on the personal civil law liability of the managing directors of a B.V. corporation, both towards the B.V. itself in case of improper performance, requiring the managing director to be seriously at fault, and towards third parties. Third party liability may result from the occurence of certain events including, but not limited to, (i) acquisition of the B.V.'s shares by the B.V. itself or by any of its subsidiaries contrary to the statutory provisions relating thereto, (ii) misleading information and, more particularly, misleading annual or interim accounts of the B.V., (iii) unpaid social security premiums and certain taxes and (iv) in the event of the B.V.'s bankruptcy, improper performance if such performance is the cause of the bankruptcy, or non-compliance with other specific statutory provisions.

        The Articles of Association of the FW Energie B.V. do not contain any provisions regarding the indemnification by the FW Energie B.V. of its managing directors. Under Dutch law obtaining insurance covering the liability of managing directors is permitted except that such insurance cannot be applied to any liability resulting from gross negligence or intentional misconduct.

II-4

FW Hungary Licensing Limited Liability Company

        FW Hungary Licensing Limited Liability Company ("FW Hungary") is a Hungarian limited liability company. Under Hungarian law, any case which involves the liability of a managing director must be settled in accordance with the applicable provisions of the Hungarian Companies Act (the "Companies Act") and the Hungarian Civil Code (the "Civil Code").

        Under the Companies Act, a managing director must conduct himself in respect of the management of a company with "increased care," as opposed to the standard of "general care" which is prescribed by the Civil Code. A managing director may be held liable in the event of a culpable breach of any provision of the Companies Act, a company's Deed of Foundation or any validly enacted resolutions of the company's Founder. If the aforementioned duty of care is breached, a managing director may be held liable under the rules of the Civil Code for any damages to the company where such managing director's actions were (i) in contravention of Hungarian law, (ii) caused damage to the company and (iii) were not undertaken with the requisite degree of care specified in the Companies Act.

        Enforcement of liability claims against a managing director is in the sole discretion of the Founder. A Founder may exercise his or her rights against a managing director within one year of the company's deletion from the Company Registry. A managing director is only obliged to compensate the company for damages, and is not liable to third parties for acts that are within the scope of his or her role or responsibility as a managing director. Third parties may only seek damages from the company. Should the company be required to pay damages to a third party for acts of the managing director, however, it may have recourse against the managing director for damages incurred as a result of third party claims.

        The Deed of Foundation of FW Hungary is silent as to the issue of indemnification of the managing director. FW Hungary has no officers or directors other than the managing director.

II-5

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*
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	Intentionally left blank.
3.24	Intentionally left blank.
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 North America Corp.*
3.36	Bylaws of Foster Wheeler North America Corp.*
3.37	Certificate of Incorporation of Foster Wheeler Power Systems, Inc.*

II-6

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	Intentionally left blank.
3.54	Intentionally left blank.
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*
3.62	Memorandum of Association of Continental Finance Company Ltd.*
3.63	Bye-laws of Continental Finance Company Ltd.*
3.64	Certificate of Incorporation of Energy Holdings, Inc.*
3.65	Bylaws of Energy Holdings, Inc.*
3.66	Domiciliation Agreement of Financial Services S.a.r.l.*
3.67	Bylaws of Financial Services S.a.r.l.*
3.68	Articles of Association of Foster Wheeler Europe Limited.*
3.69	Certificate of Incorporation of Foster Wheeler Intercontinental Corporation.*
3.70	Bylaws of Foster Wheeler Intercontinental Corporation.*
3.71	Certificate of Incorporation of Foster Wheeler Power Corporation.*
3.72	Bylaws of Foster Wheeler Power Corporation.*
3.73	Articles of Association of FW Energie B.V.*
3.74	Deed of Foundation of FW Hungary Licensing Limited Liability Company.*
3.75	Certificate of Incorporation of PGI Holdings, Inc.*
3.76	Bylaws of PGI Holdings, Inc.*
3.77	Certificate of Incorporation of Foster Wheeler Middle East Corporation.*
3.78	Bylaws of Foster Wheeler Middle East Corporation.*

II-7

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 Third Supplemental Indenture relating to debentures underlying the trust securities.*
4.3	Intentionally left blank.
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 FW Preferred Capital Trust I 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 Indenture relating to the new notes.
4.18	Form of Note relating to new notes (included in Exhibit 4.17).
4.19	Intentionally left blank.
4.20	Certificate of Designation relating to the preferred shares.
4.21	Form of Registration Rights Agreement relating to offering of common shares, preferred shares and new notes.
4.22	Form of Security Agreement in respect of the new notes.
4.23	Form of Intercreditor Agreement in respect of the new notes.
4.25	Form of Preferred Share certificate.*
4.26	Form of Common Share certificate (filed as Exhibit 4.2 to Foster Wheeler Ltd.'s current report on Form 8-K filed in May 25, 2001 and incorporated by reference herein).
5.1	Opinion of Conyers Dill & Pearman as to the legality of the common shares and preferred shares.
5.2	Opinion of King & Spalding LLP as to the validity of the new notes and the guarantees.
8.1	Tax Opinion of King & Spalding LLP.

II-8

10.1	Retirement and Consulting Agreement of Richard J. Swift dated as of April 2, 2001. (Filed as Exhibit 10.1 to Foster Wheeler Corporation's current report on Form 8-K (File No. 001-00286) dated April 5, 2001, and incorporated herein by reference).
10.2	Form of Change of Control Agreement dated May 25, 2001, and entered into by the Company with executive officers. (Filed as Exhibit 10.5 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 29, 2001, and incorporated herein by reference).
10.3	Foster Wheeler Inc. Directors' Stock Option Plan. (Filed as Exhibit 99.1 to Foster Wheeler Ltd.'s post effective amendment to Form S-8 (Registration No. 333-25945) dated June 27, 2001, and incorporated herein by reference).
10.4	1995 Stock Option Plan of Foster Wheeler Inc. (as Amended and Restated as of September 24, 2002). (Filed as Exhibit 10.1 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended September 27, 2002, and incorporated herein by reference).
10.5	1984 Stock Option Plan of Foster Wheeler Inc. (Filed as Exhibit 99.1 to Foster Wheeler Ltd.'s post effective amendment to Form S-8 (File No. 333-52468) dated June 27, 2001, and incorporated herein by reference).
10.6	Master Guarantee Agreement, dated as of May 25, 2001, by and among Foster Wheeler LLC, Foster Wheeler International Holdings, Inc. and Foster Wheeler Ltd. (Filed as Exhibit 10.9 to Foster Wheeler Ltd.'s on Form 10-Q for the quarter ended June 29, 2001, and incorporated herein by reference).
10.7	Employment Agreement between Foster Wheeler Ltd. and Raymond J. Milchovich dated as of October 22, 2001. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended September 28, 2001, and incorporated herein by reference).
10.8	Stock Option Agreement of Raymond J. Milchovich dated as of October 22, 2001. (Filed as Exhibit 10.13 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 28, 2001, and incorporated herein by reference).
10.9	First Amendment to the Employment Agreement between Foster Wheeler Ltd. and Raymond J. Milchovich dated September 13, 2002. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.'s Form 8-K filed on September 25, 2002, and incorporated herein by reference).
10.10	Stock Option Agreement of Raymond J. Milchovich dated September 24, 2002. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.'s Form 8-K filed on September 25, 2002, and incorporated herein by reference).
10.11	Amendment to the Employment Agreement between Foster Wheeler Ltd. and Raymond J. Milchovich dated January 23, 2003. (Filed as Exhibit 10.11 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 27, 2002 filed on March 25, 2003, and incorporated herein by reference).
10.12	Employment Agreement between Foster Wheeler Ltd. and Joseph T. Doyle as of July 15, 2002 (Filed as Exhibit 10.3 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.13	Separation letter between Joseph T. Doyle and Foster Wheeler Ltd. dated April 4, 2003. (Filed as Exhibit 10.4 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003 and incorporated herein by reference).
10.14	Employment Agreement between Foster Wheeler Ltd. and Bernard H. Cherry dated as of September 23, 2002. (Filed as Exhibit 10.4 to Foster Wheeler's Form 10-Q for the quarter ended September 27, 2002, and incorporated herein by reference).
10.15	Change of Control Employment Agreement between Foster Wheeler Inc. and Bernard H. Cherry dated as of November 4, 2002. (Filed as Exhibit 10.5 to Foster Wheeler's Form 10-Q for the quarter ended September 27, 2002, and incorporated herein by reference).
10.16	Stock Option Agreement of Bernard H. Cherry dated as of November 4, 2002 (Filed as Exhibit 10.16 to Foster Wheeler Ltd's Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).

II-9

10.17	Stock Option Agreement of Bernard H. Cherry dated December 23, 2003 (Filed as Exhibit 10.17 to Foster Wheeler Ltd's Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.18	Employment Agreement between Foster Wheeler Ltd. and Thomas R. O'Brien dated as of September 10, 2002. (Filed as Exhibit 10.6 to Foster Wheeler's Form 10-Q for the quarter ended September 27, 2002, and incorporated herein by reference).
10.19	Employment Agreement between Foster Wheeler Ltd. and Robert D. Iseman dated as of September 10, 2002 (Filed as Exhibit 10.19 to Foster Wheeler Ltd's Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.20	Separation letter between Robert D. Iseman and Foster Wheeler Ltd. dated November 14, 2003 (Filed as Exhibit 10.20 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.21	Employment Agreement between Foster Wheeler Ltd. and Steven I. Weinstein dated as of September 10, 2002. (Filed as Exhibit 10.21 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.22	Change of Control Employment Agreement between Foster Wheeler Inc. and Steven I. Weinstein dated as of September 10, 2002. (Filed as Exhibit 10.22 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.23	Separation Agreement of Henry E. Bartoli dated April 17, 2002. (Filed as Exhibit 10.1 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.24	Separation Agreement of Gilles A. Renaud dated May 23, 2002. (Filed as Exhibit 10.2 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.25	Separation Agreement for James E. Schessler dated August 23, 2002. (Filed as Exhibit 10.2 to Foster Wheeler's Form 10-Q for the quarter ended September 27, 2002, and incorporated herein by reference).
10.26	Settlement Agreement dated as of January 31, 2002, by and among Robbins Resource Recovery Partners, L.P., RRRP Robbins, Inc., RRRP Illinois, LLC and the parties identified on the signature page as holders of 1999 Bonds issued pursuant to the Indenture representing the number of holders of 1999 Bonds as reflected in the signature lines below, Foster Wheeler LLC, its Affiliates, and their Related Persons and Sun Trust Bank (formerly known as, and as successor to Sun Trust Bank, Central Florida, National Association) in its capacity as trustee under the Indenture and as Litigation Proceeds Trustee. (Filed as Exhibit 10.6 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002 and incorporated herein by reference).
10.27	Supplement to the Settlement Agreement dated January 31, 2002, by and among Robbins Resource Recovery Partners, L.P., RRRP Robbins, Inc., RRRP Illinois, LLC and the parties identified on the signature page as holders of 1999 Bonds issued pursuant to the Indenture representing the number of holders of 1999 Bonds as reflected in the signature lines below, Foster Wheeler LLC, and its Affiliates, and their Related Persons Sun Trust Bank (formerly known as, and as successor to Sun Trust Bank, Central Florida, National Association) in its capacity as trustee under the Indenture and as Litigation Proceeds Trustee is made this 31st day of January, 2002. (Filed as Exhibit 10.7 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).

II-10

10.28	Settlement Agreement dated as of May 8, 2002, by and among Foster Wheeler LLC, the Village of Robbins, and Sun Trust Bank (formerly known as, and as successor to Sun Trust Bank, Central Florida, National Association) in its capacity as trustee under the Second Amended and Restated Mortgage, Security Agreement and Indenture of Trust dated as of October 15, 1999 and as "Litigation Proceeds Trustee" under that certain Litigation Proceeds Trust Agreement dated as of October 15, 1999 and Robbins Resource Recovery Partners L.P., RRRP Robbins, Inc. and RRRP Illinois, LLC. (Filed as Exhibit 10.8 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002 and incorporated herein by reference).
10.29	The Foster Wheeler Annual Incentive Plan for 2002 and Subsequent Years. (Filed as Exhibit 10.11 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.30	Third Amended and Restated Term Loan and Revolving Credit agreement dated August 2, 2002, among Foster Wheeler LLC, Foster Wheeler USA Corporation, Foster Wheeler Power Group, Inc., Foster Wheeler Energy Corporation, the Guarantors thereto and Bank of America, N.A. (Filed as Exhibit 10.12 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.31	Amendment No. 1 dated as of November 8, 2002 to the Third Amended and Restated Term Loan and Revolving Credit Agreement dated as of August 2, 2002 among Foster Wheeler LLC, the Borrowing Subsidiaries, the Guarantors, the Lenders and the Bank of America, N.A. as Administrative Agent and Collateral Agent and Banc of America Securities LLC, as Lead Arranger and Book Manager. (Filed as Exhibit 10.8 to Foster Wheeler's Form 10-Q for the quarter ended September 27, 2002, and incorporated herein by reference).
10.32	Amendment No. 2 dated March 24, 2003 to the Third Amended and Restated Term Loan and Revolving Credit Agreement dated as of August 2, 2002, as amended by Amendment No. 1 dated as of November 8, 2002, among Foster Wheeler LLC, the Borrowing Subsidiaries, the Guarantors, the Lenders and the Bank of America, N.A. as Administrative Agent and Collateral Agent and Banc of America Securities LLC, as Lead Arranger and Book Manager. (Filed as Exhibit 10.35 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 27, 2002 filed on March 25, 2003, and incorporated herein by reference).
10.33	Amendment No. 3 dated as of July 14, 2003 to the Third Amended and Restated Term Loan and Revolving Credit Agreement dated as of August 2, 2002 among Foster Wheeler LLC, the Borrowings Subsidiaries (as defined therein), the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent, and Banc of America Securities LLC, as Lead Arranger and Book Manager. (Filed as Exhibit 10.5 to Foster Wheeler Ltd's Form 10-Q for the quarter ended June 27, 2003, filed on August 8, 2003, and incorporated herein by reference).
10.34	Amendment No. 4 dated as of October 30, 2003 to the Third Amended and Restated Term Loan and Revolving Credit Agreement dated as of August 2, 2002 among Foster Wheeler LLC, the Borrowing Subsidiaries (as defined therein), the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent, and Banc of America Securities LLC, as Lead Arranger and Book Manager. (Filed as Exhibit 10.6 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended September 26, 2003, filed on November 10, 2003, and incorporated herein by reference).
10.35	Security Agreement dated August 16, 2002, made by Foster Wheeler LLC and the Grantors thereto and the Bank of America, N.A. (Filed as Exhibit 10.13 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).

II-11

10.36	Amendment No. 1 dated as of August 26, 2003 to the Security Agreement dated as of August 16, 2002 (as amended, amended and restated, supplemented or otherwise modified from time to time) made by the Foster Wheeler LLC, Foster Wheeler USA Corporation, Foster Wheeler Power Group, Inc., Foster Wheeler Energy Corporation, Foster Wheeler Ltd., Foster Wheeler Holdings Ltd., Foster Wheeler Inc., Foster Wheeler International Holdings, Inc., Equipment Consultants, Inc., Foster Wheeler Asia Limited, Foster Wheeler Capital & Finance Corporation, Foster Wheeler Constructors, Inc., Foster Wheeler Development 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 International Corporation, Foster Wheeler Power Systems, Inc., Foster Wheeler Pyropower, Inc., Foster Wheeler Real Estate Development Corp., Foster Wheeler Realty Services, Inc., Foster Wheeler Virgin Islands, Inc., Foster Wheeler Zack, Inc., FW Mortshal, Inc., FW Technologies Holding, LLC, HFM International, Inc. Process Consultants, Inc., Pyropower Operating Services Company, Inc. "Grantors" from time to time party thereto in favor of the Bank of America, N.A., as Collateral Agent (together with any successor collateral agent appointed pursuant to Article VIII of the Credit Agreement) for the Secured Parties. (Filed as Exhibit 10.4 to Foster Wheeler Ltd's Form 10-Q for the quarter ended September 26, 2003, filed on November 10, 2003, and incorporated herein by reference).
10.37	Guaranty and Suretyship Agreement dated August 16, 2002 made by Foster Wheeler LLC, Foster Wheeler Ltd., Foster Wheeler Inc., Foster Wheeler International Holdings, Inc. and Energy (NJ) QRS 15-10, Inc. (Filed as Exhibit 10.14 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002 and incorporated herein by reference).
10.38	Lease Agreement dated August 16, 2002, by and among Energy (NJ) QRS 15-10, Inc. and Foster Wheeler Realty Services, Inc. (Filed as Exhibit 10.15 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.39	Amendment to the Lease Agreement dated August 16, 2002 between Energy (NJ) QRS 15-10, Inc. and Foster Wheeler Realty Services, Inc. (Filed as Exhibit 10.30 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 27, 2002 filed on March 25, 2003, and incorporated herein by reference).
10.40	Amendment No. 2 dated April 21, 2003 to the Lease Agreement between Energy (NJ) QRS 15-10, Inc. and Foster Wheeler Realty Services, Inc. (Filed as Exhibit 10.7 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003, and incorporated herein by reference).
10.41	Amendment No. 3 dated as of July 14, 2003 to the Lease Agreement dated August 16, 2002, between Energy (NJ) QRS 15-10, Inc. and Foster Wheeler Realty Services, Inc. (Filed as Exhibit 10.6 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 27, 2003, filed on August 8, 2003, and incorporated herein by reference).
10.42	Loan and Security Agreement dated August 15, 2002 by and among Foster Wheeler Funding LLC, the Lenders that are signatories thereto and Foothill Capital Corporation. (Filed as Exhibit 10.16 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.43	Amendment No. 1, dated as of January 22, 2003 to the Loan and Security Agreement, dated as of August 15, 2002, by and among the lenders party thereto (the "Lenders"), Foothill Capital Corporation, a California corporation, as the arranger and administrative agent for the Lenders, and Foster Wheeler Funding LLC, a Delaware limited liability company (Filed as Exhibit 10.43 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).

II-12

10.44	Amendment No. 2, dated as of February 24, 2003, to the Loan and Security Agreement, dated as of August 15, 2002, as amended by Amendment No. 1 to the Loan and Security Agreement, dated as of January 22, 2003, by and among the lenders party thereto (the "Lenders"), Foothill Capital Corporation, a California corporation, as the arranger and administrative agent for the Lenders, and Foster Wheeler Funding LLC, a Delaware limited liability company (Filed as Exhibit 10.44 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.45	Amendment No. 3, dated as of July 31, 2003, to the Loan and Security Agreement, dated as of August 15, 2002, as amended by Amendment No. 1 to the Loan and Security Agreement, dated as of January 22, 2003, and Amendment No. 2 to the Loan and Security Agreement, dated as of February 24, 2003, by and among, on the one hand, the lenders party thereto, Wells Fargo Foothill, Inc., as the arranger and administrative agent for the Lenders and, on the other hand, Foster Wheeler Funding II LLC, as successor by assignment to Foster Wheeler Funding LLC. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended September 26, 2003, filed on November 10, 2003, and incorporated herein by reference).
10.46	Amendment No. 4, dated as of December 17, 2003, to the Loan and Security Agreement, dated as of August 15, 2002, as amended by Amendment No. 1 to the Loan and Security Agreement, dated as of January 22, 2003, Amendment No. 2 to Loan and Security Agreement, dated as of February 24, 2003 and Amendment No. 3 to Loan and Security Agreement, dated as of July 31, 2003, by and among the lenders party thereto (the "Lenders"), Wells Fargo Foothill, Inc., a California corporation (f/k/a Foothill Capital Corporation), as the arranger and administrative agent for the Lenders, and Foster Wheeler Funding II LLC, a Delaware limited liability company. (Filed as Exhibit 10.46 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.47	Performance Guaranty dated August 15, 2002, by Foster Wheeler in favor of Foothill Capital Corporation. (Filed as Exhibit 10.17 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.48	Servicing Agreement dated as of August 15, 2002, among Foster Wheeler Funding LLC, Foothill Capital Corporation, and Foster Wheeler Capital & Finance Corporation. (Filed as Exhibit 10.18 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.49	Purchase, Sale and Contribution Agreement dated August 15, 2002 among Foster Wheeler Capital & Finance Corporation, Foster Wheeler Constructors, Inc., Foster Wheeler Energy Corporation, Foster Wheeler USA Corporation, Foster Wheeler Power Group, Inc., Foster Wheeler Zack, Inc., Foster Wheeler Energy Services, Inc. and Foster Wheeler Funding LLC. (Filed as Exhibit 10.19 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.50	Amendment No. 1, dated as of July 31, to the Purchase, Sale and Contribution Agreement, dated as of August 15, 2002 (as amended, restated, supplemented or otherwise modified from time to time), by and among the parties identified on the signature pages as the Originators, Foster Wheeler Funding II LLC., as successor by assignment to Foster Wheeler Funding LLC, and Foster Wheeler Inc., as successor to the Original Servicer. (Filed as Exhibit 10.5 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended September 26, 2003, filed on November 10, 2003, and incorporated herein by reference).
10.51	Asset Purchase Agreement dated as of February 17, 2003, by and among Tetra Tech, Inc., Tetra Tech FW, Inc., and Foster Wheeler Ltd., Foster Wheeler LLC, Foster Wheeler USA Corporation, Foster Wheeler Environmental Corporation and Hartman Consulting Corporation. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003, and incorporated herein by reference).

II-13

10.52	Amendment to the Asset Purchase Agreement dated as of March 7, 2003, by and among Tetra Tech, Inc., Tetra Tech FW, Inc., and Foster Wheeler Ltd., Foster Wheeler LLC, Foster Wheeler USA Corporation, Foster Wheeler Environmental Corporation and Hartman Consulting Corporation. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003, and incorporated herein by reference).
10.53	Second Amendment to Asset Purchase Agreement, dated as of April 28, 2003, by and among Tetra Tech, Inc., Tetra Tech FW, Inc., Foster Wheeler Ltd., Foster Wheeler, LLC., Foster Wheeler USA Corporation, Foster Wheeler Environmental Corporation and Hartman Consulting Corporation. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended September 26, 2003, filed on November 10, 2003 and incorporated herein by reference).
10.54	Asset Purchase Agreement between Wheelabrator Hudson Falls L.L.C. and Adirondack Resource Recovery Associates, L.P. dated as of August 25, 2003 (Filed as Exhibit 10.3 to Foster Wheeler Ltd's Form 10-Q for the quarter ended September 26, 2003, filed on November 10, 2003, and incorporated herein by reference).
10.55	Deed between Foster Wheeler LLC and Foster Wheeler Realty Services, Inc. and CIT Group Inc. (NJ) dated March 31, 2003. (Filed as Exhibit 10.3 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003 and incorporated herein by reference).
10.56	Interim Management and Restructuring Services letter agreement between AP Services and Foster Wheeler Ltd. dated November 22, 2002. (Filed as Exhibit 10.5 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003 and incorporated herein by reference).
10.57	First Amendment to the Interim Management Restructuring Services letter agreement between AP Services and Foster Wheeler Ltd. dated April 7, 2003. (Filed as Exhibit 10.6 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003, and incorporated herein by reference).
10.58	Second Amendment to the Interim Management Restructuring Services letter agreement between AP Services and Foster Wheeler Ltd. dated August 14, 2003. (Filed as Exhibit 10.58 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003, filed on March 12, 2004 and incorporated herein by reference).
10.59	Third Amendment to the Interim Management Restructuring Services letter agreement between AP Services and Foster Wheeler Ltd. dated January 21, 2004. (Filed as Exhibit 10.59 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003, filed on March 12, 2004 and incorporated herein by reference).
10.60	Irrevocable Letter of Credit Issued to Steven I. Weinstein dated April 18, 2003. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 27, 2003, filed on August 8, 2003 and incorporated herein by reference).
10.61	Irrevocable Letter of Credit Issued to Robert D. Iseman dated April 18, 2003. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 27, 2003, filed on August 8, 2003, and incorporated herein by reference).
10.62	Irrevocable Letter of Credit Issued to Lisa Fries Gardner dated April 18, 2003. (Filed as Exhibit 10.3 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 27, 2003, filed on August 8, 2003, and incorporated herein by reference).
10.63	Irrevocable Letter of Credit issued to Thomas R. O'Brien dated April 18, 2003. (Filed as Exhibit 10.4 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 27, 2003, filed on August 8, 2003, and incorporated herein by reference).

II-14

10.64	Financing Agreement, dated as of January 26, 2004, between by and among the parties therein referred to as Borrowers, the parties therein referred to as Guarantors, the other parties named therein, the financial institutions from time to time party thereto referred to therein as lenders, Saberasu Japan Investments II B.V., as collateral agent for the Lenders, Saberasu Japan Investments II B.V., as administrative agent for the Lenders. (Filed as Exhibit 99.1 to Foster Wheeler Ltd.'s Form 8-K filed on January 28, 2004 and incorporated herein by reference).
10.65	Deed of Charge, dated as of January 26, 2004, between Foster Wheeler (QLD) Pty Limited and Saberasu Japan Investments II B.V. (Filed as Exhibit 99.2 to Foster Wheeler Ltd.'s Form 8-K filed on January 28, 2004 and incorporated herein by reference).
10.66	Deed of Charge, dated as of January 26, 2004, between Foster Wheeler (QLD) Pty Limited and Saberasu Japan Investments II B.V. (Filed as Exhibit 99.3 to Foster Wheeler Ltd.'s Form 8-K filed on January 28, 2004, and incorporated herein by reference).
10.67	Security Agreement, dated as of January 26, 2004, between the companies identified therein in Schedule 1 and Saberasu Japan Investments II B.V. (Filed as Exhibit 99.4 to Foster Wheeler Ltd.'s Form 8-K filed on January 28, 2004 and incorporated herein by reference).
10.69	Standard Security Agreement, dated as of January 26, 2004, between Foster Wheeler Energy Limited and Saberasu Japan Investments II B.V. (Filed as Exhibit 99.6 to Foster Wheeler Ltd.'s Form 8-K filed on January 28, 2004, and incorporated herein by reference).
10.70	Employment Agreement dated as of April 14, 2004 between Foster Wheeler Ltd. and John T. La Duc (Filed as Exhibit 99.2 to Foster Wheeler Ltd.'s Form 8-K filed on April 15, 2004, and incorporated herein by reference).
10.71	Change of Control Employment Agreement dated as of April 14, 2004 by and between Foster Wheeler Inc. and John T. La Duc (Filed as Exhibit 99.3 to Foster Wheeler Ltd.'s Form 8-K filed on April 15, 2004, and incorporated herein by reference).
10.72	Employment Agreement between Foster Wheeler Ltd. and Brian K. Ferraioli dated as of April 27, 2004 and effective as of December 1, 2003. (Filed as Exhibit 10.8 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 26, 2004, filed on May 5, 2004, and incorporated herein by reference).
10.73	Change of Control Employment Agreement between Foster Wheeler Ltd. and Brian K. Ferraioli effective as of December 1, 2003. (Filed as Exhibit 10.9 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 26, 2004, filed on May 5, 2004, and incorporated herein by reference).
10.74	Amendment No. 5 and Waiver to the Third Amended and Restated Term Loan and Revolving Credit Agreement, among Foster Wheeler LLC, the Borrowing Subsidiaries (as defined therein), the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent and Banc of America Securities LLC, as Lead Arranger and Book Manager (Filed as Exhibit 99.1 to Foster Wheeler Ltd.'s Form 8-K filed on May 20, 2004 and incorporated herein by reference).
12.1	Computation of Ratio of Earnings to Fixed Charges.
13.1	Annual Report on Form 10-K for the year ended December 26, 2003 (Filed on March 12, 2004 and incorporated by reference herein).
13.2	Quarterly Report on Form 10-Q for the quarter ended March 26, 2004 (Filed on May 5, 2004 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).
23.4	Consent of Sidley, Austin, Brown & Wood LLP.*

II-15

24.1	Power of Attorney (previously included in signature pages to Amendment No. 4 to this registration statement).
25.1	Statement of eligibility of trustee with regards to new notes indenture.
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.
99.21	Commitment Letter dated as of February 4, 2004 among Foster Wheeler LLC and the purchasers named therein.*
99.22	Form of Lock-up Agreement among Foster Wheeler Ltd., Foster Wheeler LLC and the security holders named therein.
99.23	No-transfer Agreement dated as of April 9, 2004, among Foster Wheeler Ltd., Foster Wheeler LLC and the security holders named therein.*
99.24	Intentionally left blank.
99.25	Form of Management Restricted Stock Plan in respect of common shares.
99.26	Extension of Commitments dated April 5, 2004 among Foster Wheeler LLC and the securityholders named therein.*
99.27	Second Extension of Commitments dated April 12, 2004 among Foster Wheeler LLC and the securityholders named therein.*
99.28	Third Extension of Commitments dated May 4, 2004 among Foster Wheeler LLC and the securityholders named therein.
99.29	Fourth Extension of Commitments dated May 7, 2004 among Foster Wheeler LLC and the securityholders named therein.
99.30	Amendment No. 1 to No-Transfer Agreement dated May 4, 2004 among Foster Wheeler LLC and the securityholders named therein.
99.31	Amendment No. 2 to No-Transfer Agreement dated May 7, 2004 among Foster Wheeler LLC and the securityholders named therein.
99.32	Fifth Extension of Commitments dated May 19, 2004 among Foster Wheeler LLC and the securityholders named therein.
99.33	Amendment No. 3 to No-Transfer Agreement dated May 19, 2004 among Foster Wheeler LLC and the securityholders named therein.

*

Previously filed

II-16

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 that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.



(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

        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.

II-17

        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 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.

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER LTD.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Vice President and Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Raymond J. Milchovich	Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	May 25, 2004
*     John T. La Duc	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 25, 2004
*     Brian K. Ferraioli	Vice President and Controller (Principal Accounting Officer)	May 25, 2004
*     Eugene D. Atkinson	Director	May 25, 2004
*     John P. Clancey	Director	May 25, 2004
*     Martha Clark Goss	Director	May 25, 2004
*     Joseph J. Melone	Director	May 25, 2004
*     John E. Stuart	Director	May 25, 2004
*     James D. Woods	Director	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER LLC
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Raymond J. Milchovich	President, Chief Executive Officer and Manager (Principal Executive Officer)	May 25, 2004
*     Brian K. Ferraioli	Vice President and Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Steven I. Weinstein	Vice President, Deputy General Counsel and Manager	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004
*     Rakesh K. Jindal	Manager	May 25, 2004
*     Peter Douglas	Manager

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

CONTINENTAL FINANCE COMPANY LTD.
By:	/s/  LISA FRIES GARDNER Name: Lisa Fries Gardner Title: Vice President and Assistant Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
* Brian K. Ferraioli	President, Controller & Director	May 25, 2004
* Thierry Desmaris	Vice President, Treasurer & Director (Principal Financial Officer)	May 25, 2004
* Lisa Fries Gardner	Vice President, Assistant Secretary & Director	May 25, 2004
* John J. Herguth Jr.	Director	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

ENERGY HOLDINGS, INC.
By:	/s/  ANTHONY SCERBO Name: Anthony Scerbo Title: Vice President and Treasurer

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
* Richard C. Bohlim	President (Principal Executive Officer)	May 25, 2004
* Anthony Scerbo	Vice President, Treasurer & Director (Principal Financial and Accounting Officer)	May 25, 2004
* Bernard H. Cherry	Director	May 25, 2004
* Rakesh K. Jindal	Director	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

EQUIPMENT CONSULTANTS, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Bernard H. Cherry	Director and President (Principal Executive Officer)	May 25, 2004
*     Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FINANCIAL SERVICES S.A.R.L.
By:	/s/  LISA FRIES GARDNER Name: Lisa Fries Gardner Title: Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
* Rakesh K. Jindal	Manager (Principal Executive, Financial and Accounting Officer)	May 25, 2004
* Gerard Becquer	Manager	May 25, 2004
* Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER HOLDINGS LTD.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Vice President and Assistant Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Raymond J. Milchovich	Director and President (Principal Executive Officer)	May 25, 2004
*     Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Lisa Fries Gardner	Director, Vice President and Assistant Secretary	May 25, 2004
*     Peter Douglas	Director	May 25, 2004
*     Rakesh K. Jindal	Director	May 25, 2004
*     Steven I. Weinstein	Director	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER ASIA LIMITED
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Director and Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Keith E. Batchelor	President and Director (Principal Executive Officer)	May 25, 2004
*     Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Lisa Fries Gardner	Director and Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER CAPITAL & FINANCE CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Thierry Demaris	Director and President (Principal Executive Officer)	May 25, 2004
*     Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     John J. Herguth, Jr.	Director	May 25, 2004
*     Steven I. Weinstein	Director	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER CONSTRUCTORS, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Bernard H. Cherry	Director, President & CEO (Principal Executive Officer)	May 25, 2004
*     Anthony Scerbo	Director, Vice President, & Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Clifton J. Crumm II	Director and Executive Vice President	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER DEVELOPMENT CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Bernard H. Cherry	Director, Chairman & President (Principal Executive Officer)	May 25, 2004
*     Anthony Scerbo	Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)	May 25, 2004
*     Clifton J. Crumm II	Director	May 25, 2004
*     Venkatrama Seshamani	Director and Vice President	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER ENERGY CORPORATION
By:	/s/  LISA FRIES GARDNER Name: Lisa Fries Gardner Title: Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
* Bernard H. Cherry	Director, Chairman, President & CEO (Principal Executive Officer)	May 25, 2004
* Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
* Clifton J. Crumm II	Director and Vice President	May 25, 2004
* Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER ENERGY MANUFACTURING, INC.
By:	/s/  LISA FRIES GARDNER Name: Lisa Fries Gardner Title: Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
* Bernard H. Cherry	Director and President (Principal Executive Officer)	May 25, 2004
* Anthony Scerbo	Director and Controller (Principal Financial and Accounting Officer)	May 25, 2004
* Clifton J. Crumm II	Executive Vice President	May 25, 2004
* Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER ENERGY SERVICES, INC.
By:	/s/  LISA FRIES GARDNER Name: Lisa Fries Gardner Title: Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
* Bernard H. Cherry	Director, President & Chief Executive Officer (Principal Executive Officer)	May 25, 2004
* Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
* Clifton J. Crumm II	Director and Executive Vice President	May 25, 2004
* Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FW ENERGIE B.V.
By	/s/  ANTHONY SCERBO
	Name:	Anthony Scerbo
	Title:	Director

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Anthony Scerbo	Director (Principal Executive, Financial and Accounting Officer)	May 25, 2004
*     Trust Int'l. Mgmt. B.V.	Director	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER EUROPE LIMITED
By	/s/  NICHOLAS CHRISTOPHER HOLT
	Name:	Nicholas Christopher Holt
	Title:	Director

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Ian M. Bill	Director (Principal Executive Officer)	May 25, 2004
*     Nicholas Christopher Holt	Director (Principal Financial and Accounting Officer)	May 25, 2004
*     Umberto della Sala	Director	May 25, 2004
*     Thierry Desmaris	Director	May 25, 2004
*     Brian K. Ferraioli	Director	May 25, 2004
*     Rakesh K. Jindal	Director	May 25, 2004
*     Raymond J. Milchovich	Director	May 25, 2004
*     Steven I. Weinstein	Director	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER ENVIRESPONSE, INC.
By:	/s/  LISA FRIES GARDNER Name: Lisa Fries Gardner Title: Director and Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
* Steven I. Weinstein	Director and President (Principal Executive Officer)	May 25, 2004
* Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
* Lisa Fries Gardner	Director and Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER ENVIRONMENTAL CORPORATION
By:	/s/  LISA FRIES GARDNER Name: Lisa Fries Gardner Title: Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
* Bernard H. Cherry	Director, Chairman, President & CEO (Principal Executive Officer)	May 25, 2004
* Anthony Scerbo	Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
* Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER FACILITIES MANAGEMENT, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Bernard H. Cherry	Director and President (Principal Executive Officer)	May 25, 2004
*     Anthony Scerbo	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	May 25, 2004
*     Martin J. Karpenski	Director and Vice President	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-37

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Vice President, Secretary and Chief Governance Officer

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Raymond J. Milchovich	Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	May 25, 2004
*     Brian K. Ferraioli	Director, Acting Chief Financial Officer, Vice President and Controller (Principal Financial Officer)	May 25, 2004
*     Lisa J. Wood	Chief Accounting Officer (Principal Accounting Officer)	May 25, 2004
*     Lisa Fries Gardner	Vice President, Secretary and Chief Governance Officer	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER INTERCONTINENTAL CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Director and Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Raymond J. Milchovich	President & Director (Principal Executive Officer)	May 25, 2004
*     Thierry Desmaris	Treasurer (Principal Financial and Accounting Officer)	May 25, 2004
*     Ian M. Bill	Vice President & Director	May 25, 2004
*     Lisa Fries Gardner	Secretary & Director	May 25, 2004
*     Rakesh K. Jindal	Director of Tax	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-39

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER INTERNATIONAL CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Raymond J. Milchovich	Director, Chairman, President & CEO (Principal Executive Officer)	May 25, 2004
*     Ramon E. Velez	Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Keith E. Batchelor	Director	May 25, 2004
*     Ian M. Bill	Director	May 25, 2004
*     Brian K. Ferraioli	Director	May 25, 2004
*     Umberto della Sala	Director	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER INTERNATIONAL HOLDINGS, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Vice President, Secretary and Chief Governance Officer

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Raymond J. Milchovich	Director, Chairman, President & CEO (Principal Executive Officer)	May 25, 2004
*     Brian K. Ferraioli	Director, Acting Chief Financial Officer, Vice President and Controller (Principal Financial Officer)	May 25, 2004
*     Lisa J. Wood	Chief Accounting Officer (Principal Accounting Officer)	May 25, 2004
*     Lisa Fries Gardner	Vice President, Secretary and Chief Governance Officer	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-41

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER NORTH AMERICA CORP.
By:	/s/  LISA FRIES GARDNER Name:  Lisa Fries Gardner Title:    Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
* Bernard H. Cherry	Director, President & Chief Executive Officer (Principal Executive Officer)	May 25, 2004
* Anthony Scerbo	Director, Senior Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)	May 25, 2004
* Clifton J. Crumm II	Director and Executive Vice President	May 25, 2004
* David J. Parham	Director and Executive Vice President	May 25, 2004
* Lisa Fries Gardner	Director and Executive Vice President	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-42

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER POWER SYSTEMS, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Martin J. Karpenski	Director, Chairman, President & Chief Executive Officer (Principal Executive Officer)	May 25, 2004
*     Anthony Scerbo	Director, Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)	May 25, 2004
*     Bernard H. Cherry	Director	May 25, 2004
*     Bruce C. Studley	Director and Senior Vice President	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-43

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER PYROPOWER, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Timo M. Kauranen	President (Principal Executive Officer)	May 25, 2004
*     Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Bernard H. Cherry	Director	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-44

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER REAL ESTATE    DEVELOPMENT CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Thierry Demaris	Director and President (Principal Executive Officer)	May 25, 2004
*     Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Steven I. Weinstein	Director	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-45

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER REALTY SERVICES, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Steven I. Weinstein	Director and President (Principal Executive Officer)	May 25, 2004
*     Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Thierry Demaris	Director	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-46

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER USA CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Bernard H. Cherry	Director, and President (Principal Executive Officer)	May 25, 2004
*     Anthony Scerbo	Director, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	May 25, 2004
*     Clifton J. Crumm II	Director	May 25, 2004
*     William Troy Roder	Director and Senior Vice President	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-47

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER VIRGIN ISLANDS, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Bernard H. Cherry	Director and President (Principal Executive Officer)	May 25, 2004
*     Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Clifton J. Crumm II	Director and Executive Vice President	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-48

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER ZACK, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Michael DeSimone	Director and President (Principal Executive Officer)	May 25, 2004
*     Brian K. Ferraioli	Director, Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-49

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FW HUNGARY LICENSING LIMITED LIABILITY COMPANY
By	/s/  THIERRY DESMARIS
	Name:	Thierry Desmaris
	Title:	Managing Director

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Thierry Desmaris	Managing Director (Principal Executive, Financial and Accounting Officer)	May 25, 2004
*     Olasz Nandor	Managing Director	May 25, 2004
*     Zsolt Szekeres	Managing Director	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-50

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FW MORTSHAL, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Bernard H. Cherry	Director, Chairman & President (Principal Executive Officer)	May 25, 2004
*     Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-51

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

HFM INTERNATIONAL, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Thierry Demaris	Director and President (Principal Executive Officer)	May 25, 2004
*     Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Steven I. Weinstein	Director	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-52

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

PGI HOLDINGS, INC.
By	/s/  ANTHONY SCERBO
	Name:	Anthony Scerbo
	Title:	Vice President and Treasurer

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Richard C. Bohlim	President (Principal Executive Officer)	May 25, 2004
*     Anthony Scerbo	Vice President, Treasurer & Director (Principal Financial and Accounting Officer)	May 25, 2004
*     Bernard H. Cherry	Director	May 25, 2004
*     Rakesh K. Jindal	Director	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-53

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

PROCESS CONSULTANTS, INC.
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Bernard H. Cherry	Director and President (Principal Executive Officer)	May 25, 2004
*     Anthony Scerbo	Vice President and Controller (Principal Financial and Accounting Officer)	May 25, 2004
*     Rakesh K. Jindal	Director and Director of Tax	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-54

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

PYROPOWER OPERATING SERVICES COMPANY, INC.
By:	/s/  LISA FRIES GARDNER Name: Lisa Fries Gardner Title: Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
* Bernard H. Cherry	Director and President (Principal Executive Officer)	May 25, 2004
* Anthony Scerbo	Director and Controller (Principal Financial and Accounting Officer)	May 25, 2004
* Martin J. Karpenski	Director and Vice President	May 25, 2004
* Bruce C. Studley	Director and Vice President	May 25, 2004
* Lisa Fries Gardner	Secretary	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-55

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

PERRYVILLE III TRUST
By:	/s/  JOSEPH MATE Name: Joseph Mate Title: Authorized Officer of the Owner Trustee

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
* Joseph Mate	Owner Trustee	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-56

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER POWER CORPORATION
By	/s/  LISA FRIES GARDNER
	Name:	Lisa Fries Gardner
	Title:	Director and Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
*     Anthony Scerbo	President & Director (Principal Executive and Accounting Officer)	May 25, 2004
*     Thierry Desmaris	Treasurer (Principal Financial Officer)	May 25, 2004
*     Lisa Fries Gardner	Secretary	May 25, 2004
*     Bernard H. Cherry	Director	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-57

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 6 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 May 25, 2004.

FOSTER WHEELER MIDDLE EAST CORPORATION
By:	/s/  LISA FRIES GARDNER Name:  Lisa Fries Gardner Title:    Vice President and Secretary

        Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Amendment No. 6 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated on May 25, 2004.

Signature	Title	Date
* Francesco Lo Tito	President, Chief Executive Officer & Director (Principal Executive Officer)	May 25, 2004
* D. Alan Leiper	Vice President, Assistant Treasurer & Director (Principal Accounting Officer)	May 25, 2004
* Thierry Desmaris	Treasurer (Principal Financial Officer)	May 25, 2004
* Lisa Fries Gardner	Vice President, Secretary &Director	May 25, 2004

*By:
/s/  LISA FRIES GARDNER Lisa Fries Gardner
As Attorney-in-Fact

II-58

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	Intentionally left blank.
3.24	Intentionally left blank.
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 North America Corp.*
3.36	Bylaws of Foster Wheeler North America Corp.*
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	Intentionally left blank.
3.54	Intentionally left blank.
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*
3.62	Memorandum of Association of Continental Finance Company Ltd.*
3.63	Bye-laws of Continental Finance Company Ltd.*
3.64	Certificate of Incorporation of Energy Holdings, Inc.*
3.65	Bylaws of Energy Holdings, Inc.*
3.66	Domiciliation Agreement of Financial Services S.a.r.l.*
3.67	Bylaws of Financial Services S.a.r.l.*
3.68	Articles of Association of Foster Wheeler Europe Limited.*
3.69	Certificate of Incorporation of Foster Wheeler Intercontinental Corporation.*
3.70	Bylaws of Foster Wheeler Intercontinental Corporation.*

3.71	Certificate of Incorporation of Foster Wheeler Power Corporation.*
3.72	Bylaws of Foster Wheeler Power Corporation.*
3.73	Articles of Association of FW Energie B.V.*
3.74	Deed of Foundation of FW Hungary Licensing Limited Liability Company.*
3.75	Certificate of Incorporation of PGI Holdings, Inc.*
3.76	Bylaws of PGI Holdings, Inc.*
3.77	Certificate of Incorporation of Foster Wheeler Middle East Corporation.*
3.78	Bylaws of Foster Wheeler Middle East Corporation.*
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 Third Supplemental Indenture relating to debentures underlying the trust securities.*
4.3	Intentionally left blank.
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 FW Preferred Capital Trust I 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 Indenture relating to the new notes.
4.18	Form of Note relating to new notes (included in Exhibit 4.17).
4.19	Intentionally left blank.

4.20	Certificate of Designation relating to the preferred shares.
4.21	Form of Registration Rights Agreement relating to offering of common shares, preferred shares and new notes.
4.22	Form of Security Agreement in respect of the new notes.
4.23	Form of Intercreditor Agreement in respect of the new notes.
4.25	Form of Preferred Share Certificate.*
4.26	Form of common share certificate (filed as Exhibit 4.2 to Foster Wheeler Ltd.'s current report on Form 8-K filed on May 25, 2001 and incorporated by reference herein).
5.1	Opinion of Conyers Dill & Pearman as to the legality of the common shares and preferred shares.
5.2	Opinion of King & Spalding LLP as to the validity of the new notes and the guarantees.
8.1	Tax Opinion of King & Spalding LLP.
10.1	Retirement and Consulting Agreement of Richard J. Swift dated as of April 2, 2001. (Filed as Exhibit 10.1 to Foster Wheeler Corporation's current report on Form 8-K (File No. 001-00286) dated April 5, 2001, and incorporated herein by reference).
10.2	Form of Change of Control Agreement dated May 25, 2001, and entered into by the Company with executive officers. (Filed as Exhibit 10.5 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 29, 2001, and incorporated herein by reference).
10.3	Foster Wheeler Inc. Directors' Stock Option Plan. (Filed as Exhibit 99.1 to Foster Wheeler Ltd.'s post effective amendment to Form S-8 (Registration No. 333-25945) dated June 27, 2001, and incorporated herein by reference).
10.4	1995 Stock Option Plan of Foster Wheeler Inc. (as Amended and Restated as of September 24, 2002). (Filed as Exhibit 10.1 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended September 27, 2002, and incorporated herein by reference).
10.5	1984 Stock Option Plan of Foster Wheeler Inc. (Filed as Exhibit 99.1 to Foster Wheeler Ltd.'s post effective amendment to Form S-8 (File No. 333-52468) dated June 27, 2001, and incorporated herein by reference).
10.6	Master Guarantee Agreement, dated as of May 25, 2001, by and among Foster Wheeler LLC, Foster Wheeler International Holdings, Inc. and Foster Wheeler Ltd. (Filed as Exhibit 10.9 to Foster Wheeler Ltd.'s on Form 10-Q for the quarter ended June 29, 2001, and incorporated herein by reference).
10.7	Employment Agreement between Foster Wheeler Ltd. and Raymond J. Milchovich dated as of October 22, 2001. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended September 28, 2001, and incorporated herein by reference).
10.8	Stock Option Agreement of Raymond J. Milchovich dated as of October 22, 2001. (Filed as Exhibit 10.13 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 28, 2001, and incorporated herein by reference).
10.9	First Amendment to the Employment Agreement between Foster Wheeler Ltd. and Raymond J. Milchovich dated September 13, 2002. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.'s Form 8-K filed on September 25, 2002, and incorporated herein by reference).
10.10	Stock Option Agreement of Raymond J. Milchovich dated September 24, 2002. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.'s Form 8-K filed on September 25, 2002, and incorporated herein by reference).
10.11	Amendment to the Employment Agreement between Foster Wheeler Ltd. and Raymond J. Milchovich dated January 23, 2003. (Filed as Exhibit 10.11 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 27, 2002 filed on March 25, 2003, and incorporated herein by reference).

10.12	Employment Agreement between Foster Wheeler Ltd. and Joseph T. Doyle as of July 15, 2002 (Filed as Exhibit 10.3 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.13	Separation letter between Joseph T. Doyle and Foster Wheeler Ltd. dated April 4, 2003. (Filed as Exhibit 10.4 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003 and incorporated herein by reference).
10.14	Employment Agreement between Foster Wheeler Ltd. and Bernard H. Cherry dated as of September 23, 2002. (Filed as Exhibit 10.4 to Foster Wheeler's Form 10-Q for the quarter ended September 27, 2002, and incorporated herein by reference).
10.15	Change of Control Employment Agreement between Foster Wheeler Inc. and Bernard H. Cherry dated as of November 4, 2002. (Filed as Exhibit 10.5 to Foster Wheeler's Form 10-Q for the quarter ended September 27, 2002, and incorporated herein by reference).
10.16	Stock Option Agreement of Bernard H. Cherry dated as of November 4, 2002 (Filed as Exhibit 10.16 to Foster Wheeler Ltd's Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.17	Stock Option Agreement of Bernard H. Cherry dated December 23, 2003 (Filed as Exhibit 10.17 to Foster Wheeler Ltd's Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.18	Employment Agreement between Foster Wheeler Ltd. and Thomas R. O'Brien dated as of September 10, 2002. (Filed as Exhibit 10.6 to Foster Wheeler's Form 10-Q for the quarter ended September 27, 2002, and incorporated herein by reference).
10.19	Employment Agreement between Foster Wheeler Ltd. and Robert D. Iseman dated as of September 10, 2002 (Filed as Exhibit 10.19 to Foster Wheeler Ltd's Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.20	Separation letter between Robert D. Iseman and Foster Wheeler Ltd. dated November 14, 2003 (Filed as Exhibit 10.20 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.21	Employment Agreement between Foster Wheeler Ltd. and Steven I. Weinstein dated as of September 10, 2002. (Filed as Exhibit 10.21 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.22	Change of Control Employment Agreement between Foster Wheeler Inc. and Steven I. Weinstein dated as of September 10, 2002. (Filed as Exhibit 10.22 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.23	Separation Agreement of Henry E. Bartoli dated April 17, 2002. (Filed as Exhibit 10.1 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.24	Separation Agreement of Gilles A. Renaud dated May 23, 2002. (Filed as Exhibit 10.2 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.25	Separation Agreement for James E. Schessler dated August 23, 2002. (Filed as Exhibit 10.2 to Foster Wheeler's Form 10-Q for the quarter ended September 27, 2002, and incorporated herein by reference).
10.26	Settlement Agreement dated as of January 31, 2002, by and among Robbins Resource Recovery Partners, L.P., RRRP Robbins, Inc., RRRP Illinois, LLC and the parties identified on the signature page as holders of 1999 Bonds issued pursuant to the Indenture representing the number of holders of 1999 Bonds as reflected in the signature lines below, Foster Wheeler LLC, its Affiliates, and their Related Persons and Sun Trust Bank (formerly known as, and as successor to Sun Trust Bank, Central Florida, National Association) in its capacity as trustee under the Indenture and as Litigation Proceeds Trustee. (Filed as Exhibit 10.6 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002 and incorporated herein by reference).

10.27	Supplement to the Settlement Agreement dated January 31, 2002, by and among Robbins Resource Recovery Partners, L.P., RRRP Robbins, Inc., RRRP Illinois, LLC and the parties identified on the signature page as holders of 1999 Bonds issued pursuant to the Indenture representing the number of holders of 1999 Bonds as reflected in the signature lines below, Foster Wheeler LLC, and its Affiliates, and their Related Persons Sun Trust Bank (formerly known as, and as successor to Sun Trust Bank, Central Florida, National Association) in its capacity as trustee under the Indenture and as Litigation Proceeds Trustee is made this 31st day of January, 2002. (Filed as Exhibit 10.7 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.28	Settlement Agreement dated as of May 8, 2002, by and among Foster Wheeler LLC, the Village of Robbins, and Sun Trust Bank (formerly known as, and as successor to Sun Trust Bank, Central Florida, National Association) in its capacity as trustee under the Second Amended and Restated Mortgage, Security Agreement and Indenture of Trust dated as of October 15, 1999 and as "Litigation Proceeds Trustee" under that certain Litigation Proceeds Trust Agreement dated as of October 15, 1999 and Robbins Resource Recovery Partners L.P., RRRP Robbins, Inc. and RRRP Illinois, LLC. (Filed as Exhibit 10.8 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002 and incorporated herein by reference).
10.29	The Foster Wheeler Annual Incentive Plan for 2002 and Subsequent Years. (Filed as Exhibit 10.11 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.30	Third Amended and Restated Term Loan and Revolving Credit agreement dated August 2, 2002, among Foster Wheeler LLC, Foster Wheeler USA Corporation, Foster Wheeler Power Group, Inc., Foster Wheeler Energy Corporation, the Guarantors thereto and Bank of America, N.A. (Filed as Exhibit 10.12 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.31	Amendment No. 1 dated as of November 8, 2002 to the Third Amended and Restated Term Loan and Revolving Credit Agreement dated as of August 2, 2002 among Foster Wheeler LLC, the Borrowing Subsidiaries, the Guarantors, the Lenders and the Bank of America, N.A. as Administrative Agent and Collateral Agent and Banc of America Securities LLC, as Lead Arranger and Book Manager. (Filed as Exhibit 10.8 to Foster Wheeler's Form 10-Q for the quarter ended September 27, 2002, and incorporated herein by reference).
10.32	Amendment No. 2 dated March 24, 2003 to the Third Amended and Restated Term Loan and Revolving Credit Agreement dated as of August 2, 2002, as amended by Amendment No. 1 dated as of November 8, 2002, among Foster Wheeler LLC, the Borrowing Subsidiaries, the Guarantors, the Lenders and the Bank of America, N.A. as Administrative Agent and Collateral Agent and Banc of America Securities LLC, as Lead Arranger and Book Manager. (Filed as Exhibit 10.35 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 27, 2002 filed on March 25, 2003, and incorporated herein by reference).
10.33	Amendment No. 3 dated as of July 14, 2003 to the Third Amended and Restated Term Loan and Revolving Credit Agreement dated as of August 2, 2002 among Foster Wheeler LLC, the Borrowings Subsidiaries (as defined therein), the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent, and Banc of America Securities LLC, as Lead Arranger and Book Manager. (Filed as Exhibit 10.5 to Foster Wheeler Ltd's Form 10-Q for the quarter ended June 27, 2003, filed on August 8, 2003, and incorporated herein by reference).

10.34	Amendment No. 4 dated as of October 30, 2003 to the Third Amended and Restated Term Loan and Revolving Credit Agreement dated as of August 2, 2002 among Foster Wheeler LLC, the Borrowing Subsidiaries (as defined therein), the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent, and Banc of America Securities LLC, as Lead Arranger and Book Manager. (Filed as Exhibit 10.6 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended September 26, 2003, filed on November 10, 2003, and incorporated herein by reference).
10.35	Security Agreement dated August 16, 2002, made by Foster Wheeler LLC and the Grantors thereto and the Bank of America, N.A. (Filed as Exhibit 10.13 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.36	Amendment No. 1 dated as of August 26, 2003 to the Security Agreement dated as of August 16, 2002 (as amended, amended and restated, supplemented or otherwise modified from time to time) made by the Foster Wheeler LLC, Foster Wheeler USA Corporation, Foster Wheeler Power Group, Inc., Foster Wheeler Energy Corporation, Foster Wheeler Ltd., Foster Wheeler Holdings Ltd., Foster Wheeler Inc., Foster Wheeler International Holdings, Inc., Equipment Consultants, Inc., Foster Wheeler Asia Limited, Foster Wheeler Capital & Finance Corporation, Foster Wheeler Constructors, Inc., Foster Wheeler Development 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 International Corporation, Foster Wheeler Power Systems, Inc., Foster Wheeler Pyropower, Inc., Foster Wheeler Real Estate Development Corp., Foster Wheeler Realty Services, Inc., Foster Wheeler Virgin Islands, Inc., Foster Wheeler Zack, Inc., FW Mortshal, Inc., FW Technologies Holding, LLC, HFM International, Inc. Process Consultants, Inc., Pyropower Operating Services Company, Inc. "Grantors" from time to time party thereto in favor of the Bank of America, N.A., as Collateral Agent (together with any successor collateral agent appointed pursuant to Article VIII of the Credit Agreement) for the Secured Parties. (Filed as Exhibit 10.4 to Foster Wheeler Ltd's Form 10-Q for the quarter ended September 26, 2003, filed on November 10, 2003, and incorporated herein by reference).
10.37	Guaranty and Suretyship Agreement dated August 16, 2002 made by Foster Wheeler LLC, Foster Wheeler Ltd., Foster Wheeler Inc., Foster Wheeler International Holdings, Inc. and Energy (NJ) QRS 15-10, Inc. (Filed as Exhibit 10.14 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002 and incorporated herein by reference).
10.38	Lease Agreement dated August 16, 2002, by and among Energy (NJ) QRS 15-10, Inc. and Foster Wheeler Realty Services, Inc. (Filed as Exhibit 10.15 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.39	Amendment to the Lease Agreement dated August 16, 2002 between Energy (NJ) QRS 15-10, Inc. and Foster Wheeler Realty Services, Inc. (Filed as Exhibit 10.30 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 27, 2002 filed on March 25, 2003, and incorporated herein by reference).
10.40	Amendment No. 2 dated April 21, 2003 to the Lease Agreement between Energy (NJ) QRS 15-10, Inc. and Foster Wheeler Realty Services, Inc. (Filed as Exhibit 10.7 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003, and incorporated herein by reference).
10.41	Amendment No. 3 dated as of July 14, 2003 to the Lease Agreement dated August 16, 2002, between Energy (NJ) QRS 15-10, Inc. and Foster Wheeler Realty Services, Inc. (Filed as Exhibit 10.6 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 27, 2003, filed on August 8, 2003, and incorporated herein by reference).

10.42	Loan and Security Agreement dated August 15, 2002 by and among Foster Wheeler Funding LLC, the Lenders that are signatories thereto and Foothill Capital Corporation. (Filed as Exhibit 10.16 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.43	Amendment No. 1, dated as of January 22, 2003 to the Loan and Security Agreement, dated as of August 15, 2002, by and among the lenders party thereto (the "Lenders"), Foothill Capital Corporation, a California corporation, as the arranger and administrative agent for the Lenders, and Foster Wheeler Funding LLC, a Delaware limited liability company (Filed as Exhibit 10.43 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.44	Amendment No. 2, dated as of February 24, 2003, to the Loan and Security Agreement, dated as of August 15, 2002, as amended by Amendment No. 1 to the Loan and Security Agreement, dated as of January 22, 2003, by and among the lenders party thereto (the "Lenders"), Foothill Capital Corporation, a California corporation, as the arranger and administrative agent for the Lenders, and Foster Wheeler Funding LLC, a Delaware limited liability company (Filed as Exhibit 10.44 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.45	Amendment No. 3, dated as of July 31, 2003, to the Loan and Security Agreement, dated as of August 15, 2002, as amended by Amendment No. 1 to the Loan and Security Agreement, dated as of January 22, 2003, and Amendment No. 2 to the Loan and Security Agreement, dated as of February 24, 2003, by and among, on the one hand, the lenders party thereto, Wells Fargo Foothill, Inc., as the arranger and administrative agent for the Lenders and, on the other hand, Foster Wheeler Funding II LLC, as successor by assignment to Foster Wheeler Funding LLC. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended September 26, 2003, filed on November 10, 2003, and incorporated herein by reference).
10.46	Amendment No. 4, dated as of December 17, 2003, to the Loan and Security Agreement, dated as of August 15, 2002, as amended by Amendment No. 1 to the Loan and Security Agreement, dated as of January 22, 2003, Amendment No. 2 to Loan and Security Agreement, dated as of February 24, 2003 and Amendment No. 3 to Loan and Security Agreement, dated as of July 31, 2003, by and among the lenders party thereto (the "Lenders"), Wells Fargo Foothill, Inc., a California corporation (f/k/a Foothill Capital Corporation), as the arranger and administrative agent for the Lenders, and Foster Wheeler Funding II LLC, a Delaware limited liability company. (Filed as Exhibit 10.46 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003 filed on March 12, 2004, and incorporated herein by reference).
10.47	Performance Guaranty dated August 15, 2002, by Foster Wheeler in favor of Foothill Capital Corporation. (Filed as Exhibit 10.17 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.48	Servicing Agreement dated as of August 15, 2002, among Foster Wheeler Funding LLC, Foothill Capital Corporation, and Foster Wheeler Capital & Finance Corporation. (Filed as Exhibit 10.18 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.49	Purchase, Sale and Contribution Agreement dated August 15, 2002 among Foster Wheeler Capital & Finance Corporation, Foster Wheeler Constructors, Inc., Foster Wheeler Energy Corporation, Foster Wheeler USA Corporation, Foster Wheeler Power Group, Inc., Foster Wheeler Zack, Inc., Foster Wheeler Energy Services, Inc. and Foster Wheeler Funding LLC. (Filed as Exhibit 10.19 to Foster Wheeler's Form 10-Q for the quarter ended June 28, 2002, and incorporated herein by reference).
10.50	Amendment No. 1, dated as of July 31, to the Purchase, Sale and Contribution Agreement, dated as of August 15, 2002 (as amended, restated, supplemented or otherwise modified from time to time), by and among the parties identified on the signature pages as the Originators, Foster Wheeler Funding II LLC., as successor by assignment to Foster Wheeler Funding LLC, and Foster Wheeler Inc., as successor to the Original Servicer. (Filed as Exhibit 10.5 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended September 26, 2003, filed on November 10, 2003, and incorporated herein by reference).

10.51	Asset Purchase Agreement dated as of February 17, 2003, by and among Tetra Tech, Inc., Tetra Tech FW, Inc., and Foster Wheeler Ltd., Foster Wheeler LLC, Foster Wheeler USA Corporation, Foster Wheeler Environmental Corporation and Hartman Consulting Corporation. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003, and incorporated herein by reference).
10.52	Amendment to the Asset Purchase Agreement dated as of March 7, 2003, by and among Tetra Tech, Inc., Tetra Tech FW, Inc., and Foster Wheeler Ltd., Foster Wheeler LLC, Foster Wheeler USA Corporation, Foster Wheeler Environmental Corporation and Hartman Consulting Corporation. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003, and incorporated herein by reference).
10.53	Second Amendment to Asset Purchase Agreement, dated as of April 28, 2003, by and among Tetra Tech, Inc., Tetra Tech FW, Inc., Foster Wheeler Ltd., Foster Wheeler, LLC., Foster Wheeler USA Corporation, Foster Wheeler Environmental Corporation and Hartman Consulting Corporation. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended September 26, 2003, filed on November 10, 2003 and incorporated herein by reference).
10.54	Asset Purchase Agreement between Wheelabrator Hudson Falls L.L.C. and Adirondack Resource Recovery Associates, L.P. dated as of August 25, 2003 (Filed as Exhibit 10.3 to Foster Wheeler Ltd's Form 10-Q for the quarter ended September 26, 2003, filed on November 10, 2003, and incorporated herein by reference).
10.55	Deed between Foster Wheeler LLC and Foster Wheeler Realty Services, Inc. and CIT Group Inc. (NJ) dated March 31, 2003. (Filed as Exhibit 10.3 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003 and incorporated herein by reference).
10.56	Interim Management and Restructuring Services letter agreement between AP Services and Foster Wheeler Ltd. dated November 22, 2002. (Filed as Exhibit 10.5 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003 and incorporated herein by reference).
10.57	First Amendment to the Interim Management Restructuring Services letter agreement between AP Services and Foster Wheeler Ltd. dated April 7, 2003. (Filed as Exhibit 10.6 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 28, 2003, filed on May 12, 2003, and incorporated herein by reference).
10.58	Second Amendment to the Interim Management Restructuring Services letter agreement between AP Services and Foster Wheeler Ltd. dated August 14, 2003. (Filed as Exhibit 10.58 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003, filed on March 12, 2004 and incorporated herein by reference).
10.59	Third Amendment to the Interim Management Restructuring Services letter agreement between AP Services and Foster Wheeler Ltd. dated January 21, 2004. (Filed as Exhibit 10.59 to Foster Wheeler Ltd.'s Form 10-K for the fiscal year ended December 26, 2003, filed on March 12, 2004 and incorporated herein by reference).
10.60	Irrevocable Letter of Credit Issued to Steven I. Weinstein dated April 18, 2003. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 27, 2003, filed on August 8, 2003 and incorporated herein by reference).

10.61	Irrevocable Letter of Credit Issued to Robert D. Iseman dated April 18, 2003. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 27, 2003, filed on August 8, 2003, and incorporated herein by reference).
10.62	Irrevocable Letter of Credit Issued to Lisa Fries Gardner dated April 18, 2003. (Filed as Exhibit 10.3 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 27, 2003, filed on August 8, 2003, and incorporated herein by reference).
10.63	Irrevocable Letter of Credit issued to Thomas R. O'Brien dated April 18, 2003. (Filed as Exhibit 10.4 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended June 27, 2003, filed on August 8, 2003, and incorporated herein by reference).
10.64	Financing Agreement, dated as of January 26, 2004, between by and among the parties therein referred to as Borrowers, the parties therein referred to as Guarantors, the other parties named therein, the financial institutions from time to time party thereto referred to therein as lenders, Saberasu Japan Investments II B.V., as collateral agent for the Lenders, Saberasu Japan Investments II B.V., as administrative agent for the Lenders. (Filed as Exhibit 99.1 to Foster Wheeler Ltd.'s Form 8-K filed on January 28, 2004 and incorporated herein by reference).
10.65	Deed of Charge, dated as of January 26, 2004, between Foster Wheeler (QLD) Pty Limited and Saberasu Japan Investments II B.V. (Filed as Exhibit 99.2 to Foster Wheeler Ltd.'s Form 8-K filed on January 28, 2004 and incorporated herein by reference).
10.66	Deed of Charge, dated as of January 26, 2004, between Foster Wheeler (QLD) Pty Limited and Saberasu Japan Investments II B.V. (Filed as Exhibit 99.3 to Foster Wheeler Ltd.'s Form 8-K filed on January 28, 2004, and incorporated herein by reference).
10.67	Security Agreement, dated as of January 26, 2004, between the companies identified therein in Schedule 1 and Saberasu Japan Investments II B.V. (Filed as Exhibit 99.4 to Foster Wheeler Ltd.'s Form 8-K filed on January 28, 2004 and incorporated herein by reference).
10.69	Standard Security Agreement, dated as of January 26, 2004, between Foster Wheeler Energy Limited and Saberasu Japan Investments II B.V. (Filed as Exhibit 99.6 to Foster Wheeler Ltd.'s Form 8-K filed on January 28, 2004, and incorporated herein by reference).
10.70	Employment Agreement dated as of April 14, 2004 between Foster Wheeler Ltd. and John T. La Duc (Filed as Exhibit 99.2 to Foster Wheeler Ltd.'s Form 8-K filed on April 15, 2004, and incorporated herein by reference).
10.71	Change of Control Employment Agreement dated as of April 14, 2004 by and between Foster Wheeler Inc. and John T. La Duc (Filed as Exhibit 99.3 to Foster Wheeler Ltd.'s Form 8-K filed on April 15, 2004, and incorporated herein by reference).
10.72	Employment Agreement between Foster Wheeler Ltd. and Brian K. Ferraioli dated as of April 27, 2004 and effective as of December 1, 2003. (Filed as Exhibit 10.8 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 26, 2004, filed on May 5, 2004, and incorporated herein by reference).
10.73	Change of Control Employment Agreement between Foster Wheeler Ltd. and Brian K. Ferraioli effective as of December 1, 2003. (Filed as Exhibit 10.9 to Foster Wheeler Ltd.'s Form 10-Q for the quarter ended March 26, 2004, filed on May 5, 2004, and incorporated herein by reference).
10.74	Amendment No. 5 and Waiver to the Third Amended and Restated Term Loan and Revolving Credit Agreement, among Foster Wheeler LLC, the Borrowing Subsidiaries (as defined therein), the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent and Collateral Agent and Banc of America Securities LLC, as Lead Arranger and Book Manager (Filed as Exhibit 99.1 to Foster Wheeler Ltd.'s Form 8-K filed on May 20, 2004 and incorporated herein by reference).

12.1	Computation of Ratio of Earnings to Fixed Charges.
13.1	Annual Report on Form 10-K for the year ended December 26, 2003 (Filed on March 12, 2004 and incorporated by reference herein).
13.2	Quarterly Report on Form 10-Q for the quarter ended March 26, 2004 (Filed on May 5, 2004 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).
23.4	Consent of Sidley, Austin, Brown & Wood LLP.*
24.1	Power of Attorney (previously included in signature pages to Amendment No. 4 to this registration statement).
25.1	Statement of eligibility of trustee with regards to new notes indenture.
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.
99.21	Commitment Letter dated as of February 4, 2004 among Foster Wheeler LLC and the purchasers named therein.*
99.22	Form of Lock-up Agreement among Foster Wheeler Ltd., Foster Wheeler LLC and the security holders named therein.

99.23	No-transfer Agreement dated as of April 9, 2004 among Foster Wheeler Ltd., Foster Wheeler LLC and the security holders named therein.*
99.24	Intentionally left blank.
99.25	Form of Management Restricted Stock Plan in respect of common shares.
99.26	Extension of Commitments dated April 5, 2004 among Foster Wheeler LLC and the securityholders named therein.*
99.27	Second Extension of Commitments dated April 12, 2004 among Foster Wheeler LLC and the securityholders named therein.*
99.28	Third Extension of Commitments dated May 4, 2004 among Foster Wheeler LLC and the securityholders named therein.
99.29	Fourth Extension of Commitments dated May 7, 2004 among Foster Wheeler LLC and the securityholders named therein.
99.30	Amendment No. 1 to No-Transfer Agreement dated May 4, 2004 among Foster Wheeler LLC and the securityholders named therein.
99.31	Amendment No. 2 to No-Transfer Agreement dated May 7, 2004 among Foster Wheeler LLC and the securityholders named therein.
99.32	Fifth Extension of Commitments dated May 19, 2004 among Foster Wheeler LLC and the securityholders named therein.
99.33	Amendment No. 3 to No-Transfer Agreement dated May 19, 2004 among Foster Wheeler LLC and the securityholders named therein.

*

Previously filed

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
SELECTED FINANCIAL DATA
RATIO OF EARNINGS TO FIXED CHARGES
USE OF PROCEEDS
ACCOUNTING TREATMENT FOR THE 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
[ADDITIONAL SECTION FOR NEW NOTES PROSPECTUS (to be added to the beginning of risk factor section in base prospectus)]
[ADDITIONAL SECTION FOR NEW NOTES PROSPECTUS]
DESCRIPTION OF THE NEW NOTES
[ADDITIONAL SECTION FOR NEW NOTES PROSPECTUS] COMPARISON OF RIGHTS
U.S. FEDERAL INCOME TAX CONSIDERATIONS
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
EXHIBIT INDEX

EX-4.17

Exhibit 4.17

FOSTER WHEELER LLC
as Issuer

the Guarantors party hereto

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Trustee

Indenture

Dated as of                 , 2004

      %
Senior Secured Notes
Due 2011, Series A

      %
Senior Secured Notes
Due 2011, Series B

CROSS-REFERENCE TABLE

TIA Sections		Indenture Sections
§	310(a)	7.10
	(b)	7.08
	(c)	N/A
§	311(a)	7.03
	(b)	7.03
	(c)	N/A
§	312	12.02
	(b)	12.02
	(c)	12.02
§	313(a)	7.06
	(b)	7.06
	(c)	7.06
	(d)	7.06
§	314(a)	4, 4.02
	(b)	10.02
	(c)	12.04
	(d)	10.03, 10.04, 12.04
	(e)	12.05
	(f)	N/A
§	315(a)	7.01, 7.02
	(b)	7.02, 7.05
	(c)	7.01
	(d)	7.02
	(e)	6.12, 7.02
§	316(a)	2.05, 6.02, 6.04, 6.05
	(b)	6.06, 6.07
	(c)	12.02
§	317(a) (1)	6.08
	(a) (2)	6.09
	(b)	2.03
§	318	12.01

RECITALS

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
	Section 1.01. Definitions
	Section 1.02. Trust Indenture Act Provisions
	Section 1.03. Rules of Construction
ARTICLE 2 THE NOTES
	Section 2.01. Form, Dating and Denominations; Legends
	Section 2.02. Execution and Authentication; Exchange Notes
	Section 2.03. Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust
	Section 2.04. Replacement Notes
	Section 2.05. Outstanding Notes
	Section 2.06. Temporary Notes
	Section 2.07. Cancellation
	Section 2.08. CUSIP and CINS Numbers
	Section 2.09. Registration, Transfer and Exchange
	Section 2.10. Restrictions on Transfer and Exchange
	Section 2.11. Temporary Offshore Global Notes
ARTICLE 3 REDEMPTION; OFFER TO PURCHASE
	Section 3.01. Optional Redemption
	Section 3.02. Optional Redemption; Make Whole
	Section 3.03. Method and Effect of Redemption
	Section 3.04. Offer to Purchase
ARTICLE 4 COVENANTS
	Section 4.01. Payment Of Notes
	Section 4.02. Maintenance of Office or Agency
	Section 4.03. Existence
	Section 4.04. Payment of Taxes and other Claims
	Section 4.05. Limitation on Debt and Disqualified or Preferred Stock
	Section 4.06. Limitation on Restricted Payments
	Section 4.07. Limitation on Liens
	Section 4.08. Limitation on Sale and Leaseback Transactions
	Section 4.09. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	Section 4.10. Repurchase of Notes upon a Change of Control
	Section 4.11. Limitation on Asset Sales
	Section 4.12. Limitation on Transactions with Affiliates
	Section 4.13. Additional Note Guarantees and Collateral After the Issue Date
	Section 4.14. Designation of Restricted and Unrestricted Subsidiaries
	Section 4.15. Financial Reports

i

	Section 4.16. Reports to Trustee
	Section 4.17. Impairment of Security Interest; Security Document Covenants
ARTICLE 5 CONSOLIDATION, MERGER OF SALE OF ASSETS
	Section 5.01. Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets
	Section 5.02. Merger by Subsidiary Guarantors
ARTICLE 6 DEFAULT AND REMEDIES
	Section 6.01. Events of Default
	Section 6.02. Consequences of an Event of Default
	Section 6.03. Other Remedies
	Section 6.04. Waiver of Past Defaults
	Section 6.05. Control by Majority
	Section 6.06. Limitation on Suits
	Section 6.07. Rights of Holders to Receive Payment
	Section 6.08. Collection Suit by Trustee
	Section 6.09. Trustee May File Proofs of Claim
	Section 6.10. Priorities
	Section 6.11. Restoration of Rights and Remedies
	Section 6.12. Undertaking for Costs
	Section 6.13. Rights and Remedies Cumulative
ARTICLE 7 THE TRUSTEE
	Section 7.01. General
	Section 7.02. Certain Rights of Trustee
	Section 7.03. Trustee May Hold Notes
	Section 7.04. Trustee’s Disclaimer
	Section 7.05. Notice of Default
	Section 7.06. Reports by Trustee to Holders
	Section 7.07. Compensation and Indemnity
	Section 7.08. Replacement of Trustee
	Section 7.09. Successor Trustee by Merger
	Section 7.10. Eligibility
	Section 7.11. Money Held in Trust
	Section 7.12. Appointment of Co-Trustee
ARTICLE 8 DEFEASANCE AND DISCHARGE
	Section 8.01. Discharge of Company’s Obligations
	Section 8.02. Legal Defeasance
	Section 8.03. Covenant Defeasance
	Section 8.04. Application of Trust Money
	Section 8.05. Repayment to Company
	Section 8.06. Reinstatement

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ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS
	Section 9.01. Amendments Without Consent of Holders
	Section 9.02. Amendments With Consent of Holders
	Section 9.03. Effect of Consent
	Section 9.04. Trustee’s Rights and Obligations
	Section 9.05. Conformity With Trust Indenture Act
ARTICLE 10 COLLATERAL ARRANGEMENTS
	Section 10.01. Collateral Documents
	Section 10.02. Recordings and Opinions
	Section 10.03. Release of Collateral
	Section 10.04. Permitted Releases Not To Impair Lien; Trust Indenture Act Requirements
	Section 10.05. Suits To Protect the Collateral
	Section 10.06. Purchaser Protected
	Section 10.07. Powers Exercisable by Receiver or Trustee
	Section 10.08. Disposition of Obligations Received
	Section 10.09. Determinations Relating to Collateral
	Section 10.10. Release upon Termination of the Company’s Obligations
	Section 10.11. Notes Collateral Agent’s Duties
	Section 10.12. Additional Secured Obligations
	Section 10.13. Designation of New Indenture Documents
ARTICLE 11 GUARANTEES
	Section 11.01. The Guarantees
	Section 11.02. Guarantee Unconditional
	Section 11.03. Discharge; Reinstatement
	Section 11.04. Waiver by the Guarantors
	Section 11.05. Subrogation and Contribution
	Section 11.06. Stay of Acceleration
	Section 11.07. Limitation on Amount of Guarantee
	Section 11.08. Execution and Delivery of Guarantee
	Section 11.09. Release of Guarantee
	Section 11.10. No Suspension of Remedies
ARTICLE 12 MISCELLANEOUS
	Section 12.01. Trust Indenture Act of 1939
	Section 12.02. Noteholder Communications; Noteholder Actions
	Section 12.03. Notices
	Section 12.04. Certificate and Opinion as to Conditions Precedent
	Section 12.05. Statements Required in Certificate or Opinion
	Section 12.06. Payment Date Other Than a Business Day
	Section 12.07. Governing Law
	Section 12.08. No Adverse Interpretation of Other Agreements
	Section 12.09. Successors
	Section 12.10. Duplicate Originals

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EXHIBITS

EXHIBIT A	Form of Series A Note
EXHIBIT B	Form of Series B Note
EXHIBIT C	Form of Supplemental Indenture
EXHIBIT D	Restricted Legend
EXHIBIT E	DTC Legend
EXHIBIT F	Regulation S Certificate
EXHIBIT G	Rule 144A Certificate
EXHIBIT H	Institutional Accredited Investor Certificate
EXHIBIT I	Certificate of Beneficial Ownership
EXHIBIT J	Form of Subordinated Intercompany Note
EXHIBIT K	Form of Unsubordinated Intercompany Note
EXHIBIT L	Temporary Offshore Global Note Legend

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INDENTURE, dated as of                     , 2004, between Foster Wheeler LLC, a Delaware limited liability company (the “Company”), the Guarantors party hereto and Wells Fargo Bank, National Association, not in its individual capacity but solely as Trustee.

RECITALS

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of (i) initially up to $150,000,000 aggregate principal amount of the Company’s      % Senior Secured Notes due 2011, Series A and up to an additional $120,000,000 Series A Notes issuable solely in exchange for the Series B Notes, in each case having the same terms as the Series A Notes except with respect to registration and Additional Interest (as defined below)(the “Series A Notes”), and (ii) up to $120,000,000 aggregate principal amount of the Company’s      % Senior Secured Notes Due 2011, Series B (the “Series B Notes”, and together with the Series A Notes, the “Notes”).  All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of the Company as hereinafter provided.

In addition, the Guarantors party hereto have duly authorized the execution and delivery of this Indenture as guarantors of the Notes.  All things necessary to make this Indenture a valid agreement of each Guarantor, in accordance with its terms, have been done, and each Guarantor has done all things necessary to make the Note Guarantees, when the Notes are executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of such Guarantor as hereinafter provided.

This Indenture is subject to, and will be governed by, the provisions of the Trust Indenture Act that are required to be a part of and govern indentures qualified under the Trust Indenture Act.

THIS INDENTURE WITNESSETH

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as follows:

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ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions.

“Acquired Debt” means Debt of a Person (1) assumed by such Person from another Person in connection with an Asset Acquisition from such other Person or (2) existing at the time the Person merges with or into the Company or a Restricted Subsidiary, or becomes a Restricted Subsidiary and in each case was not Incurred in connection with such Asset Acquisition, or in contemplation of, the Person merging with or into the Company or a Restricted Subsidiary or becoming a Restricted Subsidiary.

“Additional Interest” means additional interest owed to the Holders pursuant to the Registration Rights Agreement.

“Additional Registration Rights Agreement” means the Registration Rights Agreement dated the Issue Date between Parent, the Company, the Guarantors and the parties named in Schedule A thereto, with respect to the Common Shares, the Preferred Shares and the Notes held by such parties.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. for purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, a Joint Venture of the Company shall not be considered an “Affiliate” of the Company or any Restricted Subsidiary so long as the other parties to the joint venture that are not Affiliates of the Company or any Restricted Subsidiaries own at least 50% of the Voting Stock of such joint venture.

“Agent” means any Registrar, Paying Agent or Authenticating Agent.

“Agent Member” means a member of, or a participant in, the Depositary.

“Applicable Premium” means, with respect to any Note on any redemption date, the excess of:

(1)           the present value at such redemption date of (i) the redemption price of the Note at [            ], 2006 (such redemption price being set forth in Section 3.01), plus (ii) all required interest payments due on the Note through [            ], 2006 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(2)           the then outstanding principal amount.

“Asset Acquisition” means the acquisition by the Company or any Restricted Subsidiary of the assets of any Person which constitute the assets of such Person substantially as an entirety

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or the assets of any division, operating unit or line of business of such Person substantially as an entirety.

“Asset Sale” means any sale, lease, transfer, conveyance or other disposition of any assets outside the ordinary course of business by the Company or any Restricted Subsidiary, including by means of a merger, consolidation or similar transaction and including any sale or issuance of the Equity Interests of any Restricted Subsidiary (each of the above referred to in this definition as a “disposition”), provided that the following are not included in the definition of “Asset Sale”:

(1)           a disposition to the Company or a Restricted Subsidiary (including the sale or issuance by the Company or any Restricted Subsidiary of any Equity Interests of any Restricted Subsidiary to the Company or any Restricted Subsidiary);

(2)           the disposition by the Company or any Restricted Subsidiary in the ordinary course of business of (i) cash and cash management investments, (ii) inventory and other assets acquired and held for resale in the ordinary course of business, (iii) damaged, worn out or obsolete assets, or (iv) rights granted to others pursuant to leases or licenses;

(3)           the sale or discount of accounts receivable or claims arising in the ordinary course of business in connection with the compromise or collection thereof;

(4)           a disposition governed by the provisions of Section 5.01;

(5)           a Restricted Payment permitted under the provisions of Section 4.06 or a Permitted Investment;

(6)           the issuance of Disqualified or Preferred Stock pursuant to the provisions of Section 4.05;

(7)           dispositions of accounts receivable and related assets to a Securitization Subsidiary;

(8)           the grant of any Permitted Lien and the exercise by any Person in whose favor a Permitted Lien is granted of any of its rights in respect of that Permitted Lien;

(9)           the sale of substantially all of the assets or Equity Interests of any Joint Venture or Subsidiary, whose assets consist solely of any Construction Project if sold within two years of commencement of operations of such Construction Project;

(10)         any settlement with insurers relating to asbestos claims or liability with any insurer of the Company or any Subsidiary;

(11)         any disposition in a transaction or series of related transactions of assets with a Fair Market Value of less than $1,000,000 in any twelve-month period; and

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(12)         the sale or transfer of the Capital Stock of any of Foster Wheeler South Africa (Proprietary) Limited, Foster Wheeler Properties (Proprietary) Limited, or any other Restricted Subsidiary organized under the laws of South Africa to the extent necessary to comply with the Broad-Based Black Economic Empowerment Act 53 of 2003.

“Attributable Debt” means, in respect of a Sale and Leaseback Transaction the present value, discounted at the interest rate implicit in the Sale and Leaseback Transaction, of the total obligations of the lessee for rental payments during the remaining term of the lease in the Sale and Leaseback Transaction.

“Authenticating Agent” refers to a Person appointed by the Trustee pursuant to Section 2.03(a) engaged to authenticate the Notes in the stead of the Trustee.

“Average Life” means, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment of such Debt and (y) the amount of such principal payment by (ii) the sum of all such principal payments.

“bankruptcy default” means an event of default specified clauses (7) or (8) of Section 6.01.

“Board of Directors” means the board of directors or comparable governing body of a corporation, partnership, limited liability company, association, trust or other entity.

“Board Resolution” means a resolution duly adopted by the Board of Directors which is certified by the Secretary or an Assistant Secretary of the Company and remains in full force and effect as of the date of its certification.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City or in the city where the Corporate Trust Office of the Trustee is located are authorized by law to be closed for business.

“Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

“Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

“Cash Equivalents” means:

(1)           United States dollars, or money in foreign currencies received in the ordinary course of business that are readily convertible into United States dollars;

(2)           U.S. Government Obligations with maturities not exceeding one year from the date of acquisition;

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(3)           (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof having capital, surplus and undivided profits in excess of $250,000,000 whose short-term debt is rated “A-2” or higher by S&P or “P-2” or higher by Moody’s or at least an equivalent rating category of another nationally recognized securities rating agency;

(4)           repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)           commercial paper rated at least P-1 by Moody’s or A-1 by S&P or at least an equivalent rating category of another nationally recognized securities rating agency and maturing within 270 days after the date of acquisition;

(6)           money market funds at least 95% of the assets of which consist of investments of the type described in clauses (1) through (5) above; and

(7)           in the case of a Foreign Restricted Subsidiary, substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which such Person conducts business.

“Certificate of Beneficial Ownership” means a certificate substantially in the form of Exhibit I.

“Certificated Note” means a Note in registered individual form without interest coupons.

“Change of Control” means:

(1)           the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, to any Person other than a Parent Guarantor that assumes the Notes in compliance with Section 5.01;

(2)           any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as such term is used in Rules 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of Parent;

(3)           with respect to each of (a) the Company and (b) for so long as the Company is a Subsidiary of Parent, Parent, individuals who on the Issue Date constituted the Board of Directors of such Person, together with any new directors of such Person whose election by the Board of Directors or whose nomination for election by the stockholders of such Person was approved by a majority of the directors then still in office who were either directors of such Person or whose election or nomination for

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election was previously so approved, cease for any reason to constitute a majority of the Board of Directors of such Person then in office;

(4)           Parent ceases to own, indirectly, at least 51% of the Capital Stock of the Company or Foster Wheeler Holdings Ltd. shall cease to hold 100% of the Capital Stock of the Company (or, if Foster Wheeler Holdings Ltd. shall no longer own the shares of Capital Stock of the Company, the Parent shall cease to own 100% of such Capital Stock);

(5)           the adoption by the Board of Directors of the Company of a plan contemplating to the liquidation or dissolution of the Company; or

(6)           Parent or the Company consolidates with, or merges with or into, any Person or sells or otherwise disposes of all or substantially all of its assets to any Person, or any Person, consolidates with, or merges with or into, Parent or the Company in any such event pursuant to a transaction in which the outstanding Voting Stock of Parent or the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Parent or the Company, as the case may be, immediately prior to such transaction is converted or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

Notwithstanding anything to the contrary, any merger of the Company with any Parent Guarantor (other than Parent) that assumes the Notes and otherwise complies with Section 5.01 and whose Capital Stock is pledged to secure the Notes shall not constitute a Change of Control.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means all property of the Company and the Guarantors, whether now owned or existing or hereafter acquired, upon which a Lien is purported to be created hereunder or under the Collateral Documents.

“Collateral Documents” means (i) the Security Agreement, (ii) any mortgage, pledge, assignment, deed of trust, security agreement or other instrument pursuant to which any Lien on any property of any Parent Guarantor, the Company or any of the Guarantors is granted as security for the obligations of the Company and the Guarantors in respect of the Notes, (iii) the Intercreditor Agreement, and (iv) any supplements or other instruments or documents entered into in connection with any of the foregoing, in each case as each of the foregoing may from time to time be amended.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means Capital Stock that is not entitled to any preference on dividends or distributions, upon liquidation or otherwise.

“Company” means the party named as such in the first paragraph of this Indenture or any successor obligor under this Indenture and the Notes pursuant to Section 5.01.

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“Consolidated Cash Flow” means, for any period, the sum (without duplication) of

(1)           Consolidated Net Income for such period, plus

(2)           Fixed Charges for such period, to the extent deducted in calculating Consolidated Net Income for such period, plus

(3)           to the extent deducted in calculating Consolidated Net Income for such period and as determined on a consolidated basis for the Company and its Restricted Subsidiaries in conformity with GAAP:

(A)          income taxes and income tax adjustments (whether positive or negative) for such period, other than income taxes or income tax adjustments (whether positive or negative) attributable to Asset Sales or extraordinary gains or losses; and

(B)           depreciation, amortization and all other non-cash items reducing Consolidated Net Income for such period (including impairment loss on long-lived assets, but not including non-cash charges in a period which reflect cash expenses paid or to be paid in any subsequent period), less all non-cash items increasing Consolidated Net Income (other than accrual of revenue in the ordinary course of business); plus

(4)           net after-tax losses attributable to Asset Sales, and net after-tax extraordinary or non-recurring losses, to the extent reducing Consolidated Net Income; plus

(5)           unusual or nonrecurring non-cash charges or expenses; plus

(6)           non-cash charges for the write-off of unamortized debt costs; plus

(7)           non-cash charges Incurred in connection with the closure of facilities determined to be underperforming by the Board of Directors of the Company in its sole discretion; plus

(8)           expenses in connection with the restructuring transactions described in this prospectus, or any equity offerings;

provided that, with respect to any Restricted Subsidiary, such items will be added only to the extent and in the same proportion that the relevant Restricted Subsidiary’s net income was included in calculating Consolidated Net Income (and consistent therewith, with respect to Restricted Subsidiaries containing a minority interest, the portion of such items that are allocable to such minority interest shall not be added).

“Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period determined on a consolidated basis in conformity with GAAP (and consistent therewith, with respect to the net income of Restricted Subsidiaries containing a minority interest, amounts allocable to such minority interest shall be

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netted against the net income of such Restricted Subsidiaries in accordance with GAAP), provided that the following (without duplication) will be excluded in computing Consolidated Net Income:

(1)           the net income (or loss) of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting, provided that there shall be included in Consolidated Net Income for such period any dividends or other distributions paid in cash to the Company or such Restricted Subsidiary by such Person in such period;

(2)           the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions or the making or repayment of loans during such period to the Company or its Restricted Subsidiaries by such Restricted Subsidiary of such net income, on the date of determination, is not permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation (including statutorily imposed limitations on any Restricted Subsidiary’s ability to distribute in any period more than its statutory income for such period), applicable to that Restricted Subsidiary or its stockholders in such period; except to the extent that the excluded portion of such net income is actually distributed in cash by way of dividends, distributions, payments of royalties or management fees, repayments of loans or making of loans in such period to the Company or any Restricted Subsidiary that is not subject to restrictions of this type; provided that, (i) in the case of repayment or making of loans, the amount of such excluded portion to be included in net income shall be equal to the excess, if any, of cash distributed by repayment or making of loans over the amount of loans made to such Restricted Subsidiary or repaid to such Restricted Subsidiary by the Company or any Restricted Subsidiary that is not subject to restrictions of this type and (ii) none of the excluded portion of such net income for any period shall be deemed to have been distributed until the included portion of such net income shall first have been distributed;

(3)           any net after-tax extraordinary gains or losses; and

(4)           the cumulative effect of any change in accounting principles.

“Consolidated Net Worth” means on any date of determination, the consolidated shareholders’ equity (deficit), or total members’ equity, as the case may be, (excluding Disqualified Stock) of such Person and its Subsidiaries, as determined in accordance with GAAP on a consolidated basis.

“Consolidated Tangible Assets” means, on any date, the total assets of the Company and its Subsidiaries on a consolidated basis as reflected under GAAP, less the following items:

(1)           assets of Unrestricted Subsidiaries;

(2)           Investments in Joint Ventures; and

(3)           amounts representing goodwill, trademarks, patents, provisions for unamortized debt discount and other intangible assets.

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“Construction Projects” means any facility engineered or constructed by the Company or any Subsidiary or Joint Venture of the Company with the intent (as determined by the Company or any Restricted Subsidiary) to sell such facility upon or within two years of commencement of operations of such facility, and in any event including without limitation, SET S.r.l., Societa Enipower Ferrara S.r.l., and MF Power S.r.l.

“Contract Performance Arrangements” means, (A) with respect to any engineering, procurement, construction, manufacturing, equipment, or supply contract or bid for such contract entered into or made by any Person, letters of credit, bank guarantees, bankers’ acceptances, bid bonds, retention bonds, advance payment bonds or other similar instruments supporting such Person’s performance obligations thereunder, and (B) with respect to any contract for the acquisition or disposition of any business or assets entered into by any Person, letters of credit, bank guarantees, bankers’ acceptances, bid bonds, retention bonds, advance payment bonds or other similar instruments supporting such Person’s indemnification, purchase price adjustment or advance payment or similar obligations thereunder, including in each case any reimbursement or similar obligations with respect thereto and the provision of cash collateral with respect thereto, and provided, in each case, that such arrangements are entered into in the ordinary course of business and do not support Debt.

“Controlled Joint Venture” means any joint venture, partnership or similar arrangement (i) in which the Company or any Restricted Subsidiary, directly or indirectly, owns at least 20% or more of the Equity Interests of such Person and (ii) as to which the Company, directly or indirectly through one or more Restricted Subsidiaries, exercises day-to-day management control, including Non-Wholly Owned Subsidiaries.

“Convertible Notes” means the 6.50% Convertible Subordinated Notes due 2007 issued by Parent and guaranteed by the Company.

“Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee is principally administered, which at the date of this Indenture is located at Wells Fargo Corporate Trust, c/o The Depository Trust Company, 1^st Floor, TADS Department, 55 Water Street, New York, NY  10041 .

“Credit Agreement” means the Third Amended and Restated Term Loan and Revolving Credit Agreement dated as of August 2, 2002, among the Company, Foster Wheeler USA Corporation, Foster Wheeler Power Group, Inc., Foster Wheeler Energy Corporation, the guarantors signatory thereto, the lenders signatory thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent and Bank of America Securities LLC, as Lead Arranger and Book Manager, as amended by Amendment No. 1 thereto dated November 8, 2002, Amendment No. 2 thereto dated March 24, 2003, Amendment No. 3 thereto dated July 14, 2003, Amendment No. 4 thereto dated October 30, 2003, and Amendment No. 5 thereto dated May 14, 2004 and as further amended from time to time.

“Credit Facility or Credit Facilities” means, one or more debt facilities or financings (including, without limitation, the Credit Agreement) or commercial paper facilities or financings (including, without limitation, any senior secured notes), in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing

9

(including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time in each case to the extent such Debt is permitted to be Incurred under such facility in accordance with Section 4.05(b)(1).

“Debt” means, with respect to any Person, without duplication,

(1)           all indebtedness of such Person for borrowed money;

(2)           all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)           all Trade Obligations and all Performance Obligations;

(4)           all obligations of such Person to pay the deferred and unpaid purchase price of property or services which are recorded as liabilities under GAAP, excluding trade payables, advances on contracts and deferred compensation and similar liabilities arising in the ordinary course of business;

(5)           all rent obligations of such Person as lessee under Capital Leases;

(6)           all Debt of other Persons Guaranteed by such Person to the extent so Guaranteed;

(7)           all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; and

(8)           all obligations of such Person under Hedging Agreements.

Notwithstanding the foregoing, “Debt” shall not include prepayments or advances by customers or other arrangements that result in cash being held on the balance sheet as “restricted cash” entered into or made in the ordinary course of business for services or products to be provided or delivered in the future.

The amount of Debt of any Person will be deemed to be:

(A)          with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

(B)           with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the Fair Market Value of such asset on the date the Lien attached and (y) the amount of such Debt;

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(C)           with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

(D)          with respect to any Hedging Agreement, the net amount payable if such Hedging Agreement were terminated at that time due to default by such Person;

(E)           otherwise, the outstanding principal amount thereof, interest on Debt that is more than 90 days past due and interest that is more than 90 days past due (provided that no accrual of interest pursuant to this clause (E) shall constitute an Incurrence); and

(F)           with respect to any Debt incurred pursuant to Section 4.05(b)(8), in the event that (x) another holder of Equity Interests in the Joint Venture referred to in such paragraph has agreed to reimburse or indemnify the Company or such Restricted Subsidiary for any amounts paid pursuant to the Guarantee referred to in said paragraph and (y) such holder has an Investment Grade Rating, then the amount of Debt deemed to be incurred pursuant to such paragraph shall be limited to portion thereof that is not entitled to the benefits of such reimbursement or indemnification; provided that in the event the indemnification or reimbursement obligation shall terminate or otherwise be invalidated, such termination shall be deemed an Incurrence of that portion of Debt previously entitled to such indemnification or reimbursement obligation.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Depositary” means the depositary of each Global Note, which will initially be DTC.

“Disqualified Equity Interests” means Equity Interests that by their terms or upon the happening of any event are:

(1)           required to be redeemed or redeemable at the option of the holder on or prior to the date 90 days after to the Stated Maturity of the Notes for consideration other than Qualified Equity Interests, or

(2)           convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt prior to the date 90 days after the Stated Maturity of the Notes (including, upon the occurrence of any contingency);

provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon an “asset sale” or “change of control” occurring prior to the Stated Maturity of the Notes if those provisions

(A)          are no more favorable to the holders thereof than those described in Sections 4.10, 4.11 and 4.12 and

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(B)           specifically provide that repurchase or redemption pursuant thereto will not be required prior to the Company’s repurchase of the Notes as required by this Indenture.

“Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary of the Company formed under the laws of the United States of America or any jurisdiction thereof.

“Domestic Subsidiary” means any Subsidiary of the Company formed under the laws of the United States of America or any jurisdiction thereof.

“DTC” means The Depository Trust Company, a New York corporation, and its successors.

“DTC Legend” means the legend set forth in Exhibit E.

“Encumbered Performance Obligation” means any Performance Obligation (i) that is secured by any assets of the Company or any Restricted Subsidiary (including Capital Stock of single-purpose project Subsidiaries) other than the assets of the project Subsidiary to which it relates (ii) that is secured by cash collateral including cash of a project Subsidiary (but only to the extent of the cash actually collateralizing such Performance Obligation), (iii) the terms of which limit the ability of the account party of the Performance Obligation or any guarantor of the account party’s obligations under the Performance Obligation other than the project Subsidiary to which such Performance Obligation relates to pay dividends up to the full amount of its statutory income in any fiscal year or make any other similar distributions, (iv) the terms of which limit the ability of the party described in clause (iii) to make loans or advances to the Company or any Restricted Subsidiary, or (v) the terms of which impose a minimum cash-on-hand requirement (but only to the extent of the cash actually required to be kept on-hand) other than with respect to a project Subsidiary to which such Performance Obligation relates; provided that in each case issued but undrawn letters of credit issued under the Credit Agreement or any Credit Facility shall not constitute “Encumbered Performance Obligations.”

“Equity Interests” means all Capital Stock and all warrants or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt convertible into or exchangeable for equity.

“Event of Default” has the meaning assigned to such term in Section 6.01.

“Event of Loss” means, with respect to any property or asset, (1) any loss, destruction or damage of such property or asset or (2) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property or asset, or confiscation or requisition of the use of such property or asset.

“Excepted Non-Guarantor Subsidiary” means Foster Wheeler Caribe Corporation, C.A., Foster Wheeler Continental B.V, Foster Wheeler Europe B.V, Foster Wheeler (Malaysia) Sdn. Bhd., Foster Wheeler Petroleum Services S.A.E., Foster Wheeler Power Company Ltd./La Societe D’Energie Foster Wheeler Ltee, F.W. Gestao E Servicos, S.A., FW Management

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Operations, Ltd., FW Overseas Operations Limited, Manops Limited, P.E. Consultants, Inc., Perryville Service Company Ltd., Singleton Process Systems GmbH, until such Subsidiary executes a Note Guarantee.

“Excess Proceeds” has the meaning assigned to such term in Section 4.11.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the Series A Notes issued pursuant to this Indenture in exchange for, and in an aggregate principal amount equal to, the Series B Notes in compliance with the terms of the Registration Rights Agreement or the Additional Registration Rights Agreement (other than Private Exchange Notes) containing terms substantially identical to the Series B Notes (except that (i) such Series A Notes will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend and (ii) the provisions relating to Additional Interest will be eliminated).

“Exchange Offer” means an offer by the Company to the Holders of the Series B Notes to exchange outstanding Notes for Exchange Notes, as provided for in the Registration Rights Agreement.

“Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as defined in the Registration Rights Agreement.

“Existing Letter of Credit Facility” means the letter of credit facility available under the Credit Agreement.

“Fair Market Value” with respect to any asset or property means the sale value that would be obtained in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value shall be determined by the Board of Directors of the Company acting in good faith, which determination shall be conclusive for all purposes of this Indenture; provided that, with respect to any determination referred to in Section 4.12 the opinion referred to therein shall be provided if required.

“Fitch” means Fitch IBCA Inc. or any successor thereto.

“Fixed Charge Coverage Ratio” means, on any date (the “transaction date”), the ratio of

(x)            the aggregate amount of Consolidated Cash Flow for the four most recent full fiscal quarters for which internal financial statements are available immediately preceding the date of the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio (the “reference period”) to

(y)           the aggregate Fixed Charges during such reference period.

In making the foregoing calculation,

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(1)           pro forma effect will be given to any Debt, Disqualified Stock or Preferred Stock Incurred during or after the reference period to the extent the Debt is outstanding or is to be Incurred on the transaction date as if the Debt, Disqualified Stock or Preferred Stock had been Incurred on the first day of the reference period;

(2)           pro forma calculations of interest on Debt bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Hedging Agreement applicable to the Debt if the Hedging Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire reference period and fixed charges attributable to interest on Debt under any revolving credit facility computed on a pro forma basis will be based on the average daily balance of such Debt for the entire reference period;

(3)           Fixed Charges related to any Debt, Disqualified Stock or Preferred Stock no longer outstanding or to be repaid or redeemed on the transaction date, except for Consolidated Interest Expense accrued during the reference period under a revolving credit to the extent of the commitment thereunder (or under any successor revolving credit) in effect on the transaction date, will be excluded;

(4)           pro forma effect will be given to

(A)          the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries,

(B)           the acquisition or disposition of companies, divisions or lines of businesses by the Company and its Restricted Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Restricted Subsidiary after the beginning of the reference period, and

(C)           the discontinuation of any discontinued operations but, in the case of Fixed Charges, only to the extent that the obligations giving rise to the Fixed Charges will not be obligations of the Company or any Restricted Subsidiary following the transaction date

that have occurred since the beginning of the reference period as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period. To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available.

“Fixed Charges” means, for any period, the sum of

(1)           Interest Expense for such period;

(2)           all fees and commissions paid in respect of Trade Obligations and Performance Obligations; and

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(3)           all cash dividends paid on any Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary, except for dividends payable in the Company’s Qualified Stock or paid to the Company or to a Restricted Subsidiary (divided by, to the extent such dividends are not deductible for income tax purposes, an amount equal to one minus the effective tax rate of the Company and its Subsidiaries; provided that if the effective tax rate for such period is negative, the adjustment described in this parenthetical shall not apply).

“Foothill Facility” means the Loan and Security Agreement by and among Foster Wheeler Funding II LLC as Borrower, the Lenders that are Signatories thereto and Wells Fargo Foothill Inc. as the Arranger and Administrative Agent, dated July 31, 2003.

“Foreign Restricted Subsidiary” means any Restricted Subsidiary that is not a Domestic Restricted Subsidiary.

“Form S-4” means the Registration Statement on Form S-4 (Registration No. 333-107054) of the Company and Parent and certain of their subsidiaries, and the Registration Statement on Form S-3 (Registration No. 333-114400) of Parent, including the documents incorporated by reference therein, as declared effective with the Commission on [            ], 2004.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“Global Note” means a Note in registered global form without interest coupons.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing 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 of such other Person or (ii) entered into for purposes 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 “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means (i) Parent and Foster Wheeler Holdings, Ltd.; (ii) the Subsidiaries listed on the signature pages to this Indenture; and (iii) each Restricted Subsidiary that executes a supplemental indenture in the form of Exhibit C to this Indenture providing for the guarantee of the payment of the Notes, in each case unless and until such Guarantor is released from its Note Guarantee pursuant to this Indenture.

“Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates, (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates or (iii) any commodity or raw material futures contract or any other agreement designed to protect against fluctuations in raw material prices; provided that in each case such agreement or contract is intended in good faith by the Company or the respective Restricted Subsidiary party thereto to protect against interest, foreign

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exchange or commodity risks to which the Company or such Restricted Subsidiary, as applicable, anticipates being subject.

“Holder” or “Noteholder” means the registered holder of any Note.

“Incur” means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or Guarantee such Debt or Capital Stock. If any Person becomes a Restricted Subsidiary on any date after the date of this Indenture (including by redesignation of an Unrestricted Subsidiary or failure of an Unrestricted Subsidiary to meet the qualifications necessary to remain an Unrestricted Subsidiary), the Debt and Capital Stock of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of Section 4.05, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.11.  The accretion of original issue discount or payment of interest in kind will not be considered an Incurrence of Debt.  The reclassification of an existing operating lease as a Capital Lease in a Person’s financial statements as a result of a change in accounting principles shall not constitute and “Incurrence” of such Capital Lease on such reclassification date.

“Indenture” means this Indenture, as amended or supplemented from time to time pursuant to the provisions hereof.

“Initial Series A Notes” means the Series A Notes issued on the Issue Date and on the date of closing of a subsequent offering period, if any, as described in the Form S-4, and any Notes issued in replacement thereof.

“Initial Series B Notes” means the Series B Notes issued on the Issue Date and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

“Institutional Accredited Investor Certificate” means a certificate substantially in the form of Exhibit H hereto.

“interest”, in respect of the Notes, unless the context otherwise requires, refers to interest and Additional Interest, if any.

“Intercompany Cash Management Agreement” means the Intercompany Cash Management Agreement among Foster Wheeler Inc. and certain Subsidiaries of the Company dated as of January 1, 2004, as in effect on the Issue Date.

“Intercompany Note” means a promissory note evidencing debt owed by an Obligor or Restricted Subsidiary to an Affiliate of such Obligor or Restricted Subsidiary.

“Intercreditor Agreement” means the Intercreditor Agreement dated the Issue Date between Bank of America, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement, and the Trustee.

“Interest Expense” means, for any period, the consolidated interest expense of the Company and its Restricted Subsidiaries, excluding fees related to the issuance and registration of the Notes, plus, to the extent not included in such consolidated interest expense, and to the extent Incurred, accrued or payable by the Company or its Restricted Subsidiaries, without

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duplication, (i) interest expense attributable to Sale and Leaseback Transactions, (ii) amortization of debt discount and debt issuance costs but excluding amortization of deferred financing charges incurred in respect of the Notes and the Credit Facilities on or prior to the Issue Date, (iii) capitalized interest, including the interest component of any Capital Leases, (iv) non-cash interest expense, (v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing (other than in respect of Contract Performance Arrangements), (vi) net costs associated with Hedging Agreements (including the amortization of fees), (vii) any interest expense on Debt of another Person that is Guaranteed by the Company or any Restricted Subsidiary or secured by a Lien on assets of the Company or its Restricted Subsidiaries, if and to the extent such interest is actually paid by the Company or any Restricted Subsidiary, and (viii) any of the above expenses with respect to Debt of another Person Guaranteed by the Company or any of its Restricted Subsidiaries, but only to the extent such expenses are actually paid by the Company or a Restricted Subsidiary during such period.

“Interest Payment Date” means each [            ] and [            ] of each year, commencing [            ], 2004.

“Investment” means

(1)           any direct or indirect advance, loan or other extension of credit to another Person,

(2)           any capital contribution to another Person, by means of any transfer of cash or other property or in any other form,

(3)           any purchase or acquisition of Equity Interests, bonds, notes or other Debt, or other instruments or securities issued by another Person, including the receipt of any of the above as consideration for the disposition of assets or rendering of services together with all other items, if any, that are, or would be, classified as Investments on a balance sheet prepared in accordance with GAAP, or

(4)           any Guarantee of any obligation of another Person, but only when payment has been made thereunder or such arrangements would be classified and accounted for as a liability on the balance sheet of the guarantor.

If the Company or any Restricted Subsidiary (x) sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary so that, after giving effect to that sale or disposition, such Person is no longer a Subsidiary of the Company, or (y) designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this Indenture, the Company or the applicable Restricted Subsidiary, as the case may be, shall be deemed to have made an Investment in such Person at such time in an amount equal to the Fair Market Value of the remaining Equity Interests in such Person held by the Company or such Restricted Subsidiary.

“Investment Grade Rating” means, with respect to any holder of Equity Interests in any Joint Venture, that either (i) such holder has a rating from Standard and Poor’s, Moody’s or Fitch of BBB-, Baa3 or BBB-, respectively or better or (ii) if such holder is not rated by any of such rating agencies, the Board of Directors of Parent has determined in good faith that such holder

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would have a rating equivalent to such minimum ratings were it to seek a rating from such agencies.

“Issue Date” means [                        ], 2004.

“Joint Venture” means any Person that is not a Subsidiary of the Company (i) in which the Company or any Restricted Subsidiary, directly or indirectly, owns at least 20% or more of the Equity Interests of such Person, and (ii) as to which the Company or such Restricted Subsidiary, as the case may be, has either (a) the power to control, directly or indirectly (whether through the exercise of voting rights, representation on the board of directors or other governing body of such Person, the exercise of veto rights or otherwise), any decisions by such Person with respect to the payment of dividends or the making of distributions by such Person or (b) the right (by contract, applicable law or otherwise) to cause the dissolution and liquidation of such Person (including pursuant to contractual provisions governing deadlock that may require good faith efforts to resolve any deadlock prior to any such dissolution or liquidation).

“Lien” means, with respect to any asset, any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease) whether or not filed, recorded or otherwise perfected under applicable law.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Cash Proceeds” means, with respect to any Asset Sale or Event of Loss, the proceeds of such Asset Sale or Event of Loss in the form of cash or Cash Equivalents (including (i) payments in respect of deferred payment obligations, when received in the form of cash or Cash Equivalents, and (ii) proceeds from the conversion of other consideration received when converted to cash or Cash Equivalents), net of

(1)           brokerage commissions and other fees and expenses related to such Asset Sale or Event of Loss, including fees and expenses of counsel, accountants and investment bankers;

(2)           relocation expenses resulting from such Asset Sale or Event of Loss;

(3)           provisions for taxes payable as a result of such Asset Sale or Event of Loss;

(4)           payments required to be made to holders of minority interests in Restricted Subsidiaries as a result of such Asset Sale or Event of Loss or to repay Debt outstanding at the time of such Asset Sale or Event of Loss that is secured by a Lien on the property or assets sold; and

(5)           appropriate amounts to be provided as a reserve against liabilities associated with such Asset Sale or Event of Loss in accordance with GAAP, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and indemnification obligations associated with such Asset Sale, with any

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subsequent reduction of the reserve other than by payments made and charged against the reserved amount to be deemed a receipt of cash.

“New Indenture Documents” shall have the meaning set forth in the Intercreditor Agreement.

“Non-Recourse Debt” means Debt as to which (1) neither the Company nor any Restricted Subsidiary provides any Guarantee, (2) no default with respect to which (including the rights that holders of the Debt may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt (other than the Notes) of the Company or any Restricted Subsidiary to declare a default on such other Debt or cause the payment of the Debt to be accelerated or payable prior to its stated maturity and (3) the holders of such Debt have no recourse to the stock or assets of the Company or any of its Restricted Subsidiaries; provided that a pledge by a Restricted Subsidiary of the stock held by it of any Unrestricted Subsidiary to secure such Unrestricted Subsidiary’s Debt shall be permitted under this clause (3) and shall not prevent such Debt from being Non-Recourse Debt hereunder.

“Non-U.S. Person” means a Person that is not a U.S. person, as defined in Regulation S.

“Non-Wholly Owned Subsidiary” means, with respect to any Person, any Subsidiary that is not Wholly-Owned.

“Notes” has the meaning assigned to such term in the Recitals.

“Notes Collateral Agent” means the Trustee or any replacement of the Trustee appointed in accordance with this Indenture and Collateral Documents in its capacity as collateral agent or mortgagee (as applicable) under the Collateral Documents.

“Note Guarantee” means the guarantee of the Notes by a Guarantor pursuant to this Indenture.

“Obligations” means, with respect to any Debt, all obligations (whether in existence on the Issue Date or arising afterwards, absolute or contingent, direct or indirect) for or in respect of principal (when due, upon acceleration, upon redemption, upon mandatory repayment or repurchase pursuant to a mandatory offer to purchase, or otherwise), premium, interest, penalties, fees, indemnification, reimbursement and other amounts payable and liabilities with respect to such Debt, including all interest accrued or accruing after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for such interest is allowed as a claim in such case or proceeding.

“Obligor” means the Company, each Parent Guarantor and any Restricted Subsidiary that is a Guarantor.

“Offer to Purchase” has the meaning assigned to such term in Section 3.04.

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“Officer” means the chairman of the Board of Directors, the president or chief executive officer, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary, of any Person.

“Officers’ Certificate” means a certificate signed in the name of any Person (i) by the chairman of the Board of Directors, the president or chief executive officer or a vice president of such Person and (ii) by the chief financial officer, the treasurer or any assistant treasurer or the secretary or any assistant secretary of such Person.

“Offshore Global Note” means a Global Note representing Series B Notes issued and sold pursuant to Regulation S.

“Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company.

“Parent” means Foster Wheeler Ltd., a company organized under the laws of Bermuda.

“Parent Guarantors” means Parent and Foster Wheeler Holdings Ltd., for so long as Foster Wheeler Holdings Ltd. is a subsidiary of Parent and owns 100% of the Company.

“Paying Agent” refers to a Person, appointed by the Company pursuant to Section 2.03(a), engaged to perform the obligations of the Trustee in respect of payments made or funds held hereunder in respect of the Notes.

“Performance Obligations” means, as to any Person, all obligations in respect of letters of credit, bank guarantees, bankers’ acceptances, surety bonds, performance bonds and other similar instruments issued for the account of such Person in the ordinary course of business of such Person that support obligations (other than Debt) in respect of engineering, procurement, construction, manufacturing, equipment or supply projects of the Company or its Restricted Subsidiaries and shall include Contract Performance Arrangements.

“Permanent Offshore Global Note” means an Offshore Global Note that does not bear the Temporary Offshore Global Note Legend.

“Permitted Debt” has the meaning assigned to such term in Section 4.05(b).

“Permitted Investments” means:

(1)           Investments existing on March 26, 2004;

(2)           any Investment in the Company (including any Investment in the Notes) or in a Restricted Subsidiary of the Company that is also a Guarantor;

(3)           any Investment in Cash Equivalents;

(4)           any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment,

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(A)          such Person becomes a Restricted Subsidiary of the Company that is also a Guarantor, or

(B)           such Person is merged or consolidated with or into, or transfers or conveys substantially all its assets to, or is liquidated into, the Company or a Restricted Subsidiary that is also a Guarantor;

(5)           Investments received as non-cash consideration in an Asset Sale made pursuant to and in compliance with the provisions of Section 4.11;

(6)           Investments in Restricted Subsidiaries that are not Guarantors in an aggregate amount, taken together with all other Investments made in reliance on this clause, not to exceed $10,000,000 (net of, with respect to the Investment in any particular Person, the cash return thereon received after March 26, 2004 as a result of any sale for cash, repayment, redemption, liquidity distribution or other cash realization); provided that no more than $2,000,000 of such Investments may be made in Excepted Non-Guarantor Subsidiaries;

(7)           Hedging Agreements otherwise permitted under this Indenture;

(8)           (i) receivables owing to the Company or any Restricted Subsidiary, and contracts in progress of the Company or any Restricted Subsidiary, in either case if created or acquired in the ordinary course of business, (ii) prepaid expenses and deposits created or made in the ordinary course of business, (iii) Cash Equivalents or other cash management investments or liquid or portfolio securities pledged as collateral pursuant to the provisions of Section 4.07, and (iv) endorsements for collection or deposit in the ordinary course of business;

(9)           extensions of credit to customers and suppliers in the ordinary course of business;

(10)         Investments in Joint Ventures in an aggregate amount, taken together with all other Investments made in reliance on this clause since March 26, 2004, not to exceed 8.5% of the Consolidated Tangible Assets (net of, with respect to the Investment in any particular Person, the cash return thereon received after March 26, 2004 as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization to the extent such cash return has not been included in clause (a)(3)(D) of Section 4.06);

(11)         reasonable payroll, travel and other loans or advances to, or Guarantees issued to support the obligations of, officers and employees, in each case in the ordinary course of business:

(12)         Investments in evidences of indebtedness, securities or other property received from another Person by the Company or any Restricted Subsidiary in connection with any bankruptcy proceeding or by reason of a composition or readjustment of Debt or a reorganization of such Person or as a result of foreclosure, perfection or enforcement of any Lien in exchange for evidences of indebtedness, securities or other property of such Person held by the Company or any Restricted Subsidiary, or for other liabilities or

21

obligations of such other Person to the Company or any Restricted Subsidiary that were created in accordance with the terms of this Indenture or received in compromise or settlement of Debts created in the ordinary course of business;

(13)         so long as no Default has occurred and is continuing, the repurchase or redemption of all of the Equity Interests of Martinez Cogen Limited Partnership not owned by the Company on the Issue Date in accordance with the terms of the partnership agreement as in effect on the Issue Date; provided that the Fixed Charge Coverage Ratio immediately after giving effect to such repurchase or redemption exceeds the Fixed Charge Coverage Ratio immediately prior to such repurchase or redemption;

(14)         any Guarantee of the Debt of any Person, so long as such Guarantee is permitted by Section 4.05;

(15)         Investments in a Securitization Subsidiary, that are necessary or desirable to effect any Permitted Receivables Financing;

(16)         any Investment by a Restricted Subsidiary that is not a Guarantor in any other Restricted Subsidiary that is not a Guarantor;

(17)         with respect to any construction, engineering of procurement project, deposits or other arrangements for restricted cash accounts made or created in connection with (i) advances or prepayments by customers under contracts entered into in or during the ordinary course of business or (ii) Contract Performance Arrangements, in each case with any bank or trust company described in clause (3) of the definition of “Cash Equivalents” or, with respect to deposits or arrangements made by Foreign Restricted Subsidiaries, determined by the Company in good faith to be of acceptable credit quality for such purpose, in each case made in the ordinary course of business; and

(18)         any Investment in Capital Stock of a Joint Venture organized under the laws of South Africa received as consideration for a sale of the type described in clause (12) of the definition of Asset Sale above.

“Permitted Liens” means

(1)           Liens existing on March 26, 2004;

(2)           Liens in favor of the Company or any Restricted Subsidiary;

(3)           Liens created by this Indenture and the Collateral Documents securing the Notes or any Note Guarantees;

(4)           Liens on assets or properties, securing Obligations under or with respect to the Credit Facilities and Hedging Agreements entered into with respect to Debt under the Credit Facilities and Incurred pursuant to Section 4.05(b)(1) and (b)(6);

(5)           pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids,

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tenders, contracts or leases, or to secure public or statutory obligations, surety bonds, customs duties and the like, or for the payment of rent, in each case incurred in the ordinary course of business and not securing Debt;

(6)           Liens imposed by law, such as landlords’, carriers’, vendors’, warehousemen’s and mechanics’ liens, in each case for sums not yet due or being contested in good faith and by appropriate proceedings;

(7)           Liens in respect of taxes and other governmental assessments and charges which are not yet due or which are being contested in good faith and by appropriate proceedings promptly instituted and diligently pursued; provided that any reserve or other appropriate provision as shall be required in accordance with GAAP shall have been made therefor;

(8)           Liens securing Trade Obligations that encumber the documents and other property the purchase of which is supported by such Trade Obligations and the proceeds thereof;

(9)           survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property, not interfering in any material respect with the conduct of the business of the Company and its Restricted Subsidiaries;

(10)         Liens arising in the ordinary course of business securing advances, or progress or partial payments, by a customer of the Company or any Restricted Subsidiary encumbering assets purchased or built pursuant to any engineering, construction, procurement, manufacturing, equipment or supply contract with such customer;

(11)         licenses or leases or subleases as licensor, lessor or sublessor of any of its property, including intellectual property, in the ordinary course of business;

(12)         customary Liens in favor of trustees and escrow agents, and netting and setoff rights, banker’s liens and the like in favor of financial institutions and counterparties to financial obligations and instruments, excluding Hedging Agreements, in each case, arising in the ordinary course of business;

(13)         restrictions on the transfer of assets to be sold pursuant to merger agreements, stock or asset purchase agreements and similar agreements so long as such transfer is otherwise permitted under this Indenture and such restriction is imposed only during the period pending such disposition (so long as such restrictions do not continue for more than a customary period for transactions of such type);

(14)         options, put and call arrangements, rights of first refusal and similar rights relating to Investments in Joint Ventures, partnerships and the like that are not Subsidiaries;

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(15)         judgment liens, and Liens securing appeal bonds or letters of credit issued in support of or in lieu of appeal bonds, so long as (i) no Event of Default then exists under paragraph six of Section 6.01 and (ii) the Company or the respective Restricted Subsidiary is contesting such judgment in good faith and is maintaining adequate services in accordance with GAAP;

(16)         Liens upon the property or assets of any Restricted Subsidiary (other than a Guarantor) securing Performance Obligations otherwise permitted under Section 4.05(b)(14) and/or (b)(15);

(17)         Liens (including the interest of a lessor under a Capital Lease, but excluding any Liens arising pursuant to a Sale and Leaseback Transaction) on property that secures Debt Incurred for the purpose of financing all or any part of the purchase price or cost of engineering of, procurement for, or construction or improvement of such property and which attach within 365 days after the date of such purchase or the completion of construction or improvement to the extent such Debt is Incurred under Section 4.05(b)(7);

(18)         Liens on property of a Person at the time such Person becomes a Restricted Subsidiary of the Company, provided such Liens were not created in contemplation thereof and do not extend to any other property of the Company or any Restricted Subsidiary;

(19)         Liens on property at the time the Company or any of the Restricted Subsidiaries acquires such property, including any acquisition by means of a merger or consolidation with or into the Company or a Restricted Subsidiary of such Person, provided such Liens were not created in contemplation thereof and do not extend to any other property of the Company or any Restricted Subsidiary;

(20)         Liens securing Hedging Agreements so long as such Hedging Agreements relate to Debt that is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Agreements;

(21)         any pledge of the Capital Stock of an Unrestricted Subsidiary, Non-Wholly Owned Subsidiary or Joint Venture to secure Debt of such Unrestricted Subsidiary, Non-Wholly Owned Subsidiary or Joint Venture, to the extent such pledge constitutes an Investment permitted under Section 4.06;

(22)         extensions, renewals or replacements of any Liens referred to in clauses (1), (2), (16), (17), (18) or (19) in connection with the refinancing of the obligations secured thereby, provided that such Lien does not extend to any other property and, except as contemplated by the definition of “Permitted Refinancing Debt”, the amount secured by such Lien is not increased;

(23)         Liens with respect to Joint Ventures or Non-Wholly Owned Subsidiaries or other similar arrangements to secure the obligations of one joint venture party to another, provided that such Liens do not secure Debt;

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(24)         Liens on accounts receivable and related assets and proceeds thereof arising in connection with a Permitted Receivables Financing;

(25)         Liens resulting from the deposit of funds or evidences of Debt in trust for the purpose of defeasing Debt of the Company or any Restricted Subsidiary, which defeasance is otherwise permitted under this Indenture;

(26)         Liens securing Debt of any Foreign Restricted Subsidiary or Martinez Cogen Limited Partnership otherwise permitted to be incurred under this Indenture; and

(27)         other Liens (including any Liens arising in connection with any Sale and Leaseback Transaction) not permitted by the foregoing securing obligations in an aggregate amount not exceeding $10,000,000 at any time outstanding.

For purposes hereof, any Liens Incurred by the Company or any of its Restricted Subsidiaries subsequent to March 26, 2004 shall be deemed to have been Incurred on the Issue Date (and, to the extent that such Liens would not have been permitted to have been Incurred at such time, the Company shall be deemed to be in breach of Section 4.07).

“Permitted Receivables Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary purchases or otherwise acquires accounts receivable of the Company or any Restricted Subsidiaries and enters into a third party financing thereof on terms that the Board of Directors has concluded are customary and market terms fair to the Company and its Restricted Subsidiaries.

“Permitted Refinancing Debt” has the meaning set forth in Section 4.05(b)(5) of this Indenture.

“Permitted Senior Liens” means Permitted Liens other than Liens of the type referred to in clauses (2), (3), (15), (16), (21) or (22) of the definition of “Permitted Liens” in this Section 1.01.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

“Post-Petition Interest” means any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Company or any Guarantor (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.

“Preferred Stock” means, with respect to any Person, any and all Capital Stock which is preferred as to the payment of dividends or distributions, upon liquidation or otherwise, over another class of Capital Stock of such Person.

“principal” of any Debt means the principal amount of such Debt (or if such Debt was issued with original issue discount, the face amount of such Debt less the remaining unamortized

25

portion of the original issue discount of such Debt), together with, unless the context otherwise indicates, any premium then payable on such Debt.

“Private Exchange” has the meaning set forth in Section 2.02(e).

“Private Exchange Note” has the meaning set forth in Section 2.02(e).

“Purchaser” means the purchaser party to a purchase agreement with the Company relating to the sale of the Series B Notes by the Company.

 “Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

“Qualified Stock” means all Capital Stock of a Person other than Disqualified Stock.

“Qualified Term Loans” means term loans incurred under a Credit Facility (i) the proceeds of which are applied to the redemption of all or a portion of the principal of the Notes and (ii) that have a Stated Maturity no earlier than the Notes, and the Average Life of which is at least equal to the remaining Average Life of the Notes.

“refinance” has the meaning assigned to such term in Section 4.05(b)(5).

“Register” has the meaning assigned to such term in Section 2.09(a).

“Registrar” means a Person, appointed by the Company pursuant to Section 2.03(a), engaged to maintain the Register.

“Registration Rights Agreement” means the Registration Rights Agreement dated on or about the Issue Date between the Company and the Purchasers with respect to the Series B Notes.

“Regular Record Date” means, for the interest payable on any Interest Payment Date, the [                 ] or [                 ] (whether or not a Business Day) next preceding such Interest Payment Date.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Certificate” means a certificate substantially in the form of Exhibit F hereto.

“Restricted Legend” means the legend set forth in Exhibit D.

“Restricted Payment” has the meaning assigned to such term in Section 4.06(a).

“Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

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“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Certificate” means a certificate substantially in the form of Exhibit G hereto.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc. and its successors.

“Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a Capital Lease of property sold by such Person to the lessor in contemplation of such lease (other than a lease entered into solely for the purpose of permitting such Person to complete its commitments under any contractual arrangement with a customer of such Person in existence at the time of the sale to the lessor).

 “Secured Obligations” means all indebtedness, obligations and liabilities of the Company and the Guarantors to the Holders from time to time arising under or in connection with or related to (including under any guarantee of) or evidenced by the Notes, the Note Guarantees or this Indenture, and all extensions or renewals thereof, whether such indebtedness, obligations or liabilities are direct or indirect, otherwise secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now, existing or hereafter arising.  Without limitation of the foregoing, such indebtedness, obligations and liabilities include the principal amount of the Notes, premium, interest (including Post-Petition Interest), fees, indemnities or expenses under or in connection with (including all guaranties of) the Notes, the Note Guarantees or this Indenture, and all extensions and renewals thereof, whether or not such indebtedness, obligations or liabilities were made in compliance with the terms and conditions of this Indenture or in excess of the obligation of the Holders to lend.  Secured Obligations shall remain Secured Obligations notwithstanding any assignment or transfer or any subsequent assignment or transfer of any of the Secured Obligations or any interest therein.

“Secured Party” means the Trustee, each Holder, the beneficiaries of each indemnification obligation undertaken by the Company or any Guarantor hereunder or under any Collateral Document and the successors and assigns of each of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended.

“Securitization Subsidiary” means a Subsidiary of the Company:

(1)           that is designated a “Securitization Subsidiary” by the board of directors,

(2)           that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

(3)           no portion of the Debt or any other obligation, contingent or otherwise, of which

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(A)          is Guaranteed by the Company or any Restricted Subsidiary of Foster Wheeler, LLC,

(B)           is recourse to or obligates the Company or any Restricted Subsidiary of the Company in any way, or

(C)           subjects any property or asset of the Company or any Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof,

(4)           with respect to which neither the Company nor any Restricted Subsidiary of the Company (other than an Unrestricted Subsidiary) has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results other than, in respect of clauses (3) and (4), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

“Security Agreement” means the Security Agreement dated as of the Issue Date by the Company and the Guarantors to the Trustee.

“Senior Debt” means, on any date, collectively (i) all Debt outstanding under Credit Facilities incurred pursuant to Section 4.05(b)(1) but excluding any issued but undrawn letters of credit issued under the Credit Agreement or any other Credit Facility, (ii) any outstanding Notes, the Company’s 6.75% Senior Notes due 2005 or any other Debt Incurred after the issue date that ranks pari passu with the Notes, (iii) any Debt (other than Trade Obligations) that is entitled to the benefits of any Lien upon any property of the Company or any Restricted Subsidiary, (iv) any Debt, other than Debt that is expressly subordinated to the Notes, in respect of which any Restricted Subsidiary that is not a Guarantor is directly or indirectly obligated and (v) any Encumbered Performance Obligations.

“Senior Debt to Consolidated Cash Flow Ratio” means, on any date, the ratio of (a) the sum of all Senior Debt on such date to (b) the aggregate amount of Consolidated Cash Flow for the four most recent full fiscal quarters for which internal financial statements are available immediately preceding the date of the transaction giving rise to the need to calculate the ratio.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Restricted Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the Issue Date.

“Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable, (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase

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prior to the regularly scheduled date for payment or (iii) with respect to any Debt payable “on demand”, the date on which such demand is made or exercised in accordance with its terms.

“Subordinated Debt” means any Debt of the Company or any Guarantor which is subordinated in right of payment to the Notes or the Note Guarantee, as applicable, pursuant to a written agreement to that effect.

“Subsidiary” means with respect to any Person, any corporation, association or other business entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such Person (or a combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of the Company.

“Subsidiary Guarantor” means a Guarantor that is a Subsidiary of the Company.

“Temporary Offshore Global Note” means an Offshore Global Note that bears the Temporary Offshore Global Note Legend.

“Temporary Offshore Global Note Legend” means the legend set forth in Exhibit L.

“Trade Obligations” means all letters of credit, bank guarantees, bankers’ acceptances or other similar instruments issued in respect of trade payables or similar obligations but in any event excluding Performance Obligations.

“Trustee” means the party named as such in the first paragraph of this Indenture or any successor trustee under this Indenture pursuant to Article 7.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939.

“U.K. Credit Facility” means the Financing Agreement dated as of January 26, 2004, by and among Foster Wheeler Limited, Foster Wheeler Energy Limited, Process Industries Agency Limited, Foster Wheeler South Africa (Pty) Limited, Foster Wheeler Properties (Pty) Limited, the guarantors signatory thereto, the lenders signatory thereto and Saberasu Japan Investments II B.V as Collateral Agent and as Administrative Agent, as amended from time to time.

“U.S. Global Note” means a Global Note that bears the Restricted Legend representing Series B Notes issued and sold pursuant to Rule 144A, or Private Exchange Notes.

“U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agency or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof.

“Unrestricted Subsidiary” means (1) any Securitization Subsidiary or (2) any Subsidiary of the Company that at the time of determination has previously been designated, and continues to be, an Unrestricted Subsidiary in accordance with Section 4.14.  As of the Issue Date the following Subsidiaries will be designated as Unrestricted Subsidiaries: 4900 Singleton

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L.P.; 8925 Rehco, Inc.; Adirondack Resource Recovery Associates, L.P.; Barsotti’s Inc.; BOC/FW Canoas Hidrogenio Ltda.; Chirliu, Inc.; Foster Wheeler Adibi Engineering; Foster Wheeler Adirondack, Inc.; Foster Wheeler America Latina, Ltda.; Foster Wheeler Andina S.A.; Foster Wheeler Architectural Services Corporation; Foster Wheeler Australia Proprietary Limited; Foster Wheeler Bridgewater, Inc.; Foster Wheeler Canadian Resources, Ltd.; Foster Wheeler Canoas Inc.; Foster Wheeler China, Inc.; Foster Wheeler Constructors de Mexico S. de R.I. de C.V.; Foster Wheeler Energy China, Inc.; Foster Wheeler Energy India, Inc.; Foster Wheeler Environmental Services, Inc.; Foster Wheeler Foundation; Foster Wheeler Funding II LLC; Foster Wheeler Global Pharmaceuticals, LLC; Foster Wheeler Hudson Falls, Inc.; Foster Wheeler Hydrobras, Inc.; Foster Wheeler Hydroven, Inc.; Foster Wheeler Hydrox, Inc.; Foster Wheeler Ingenieros Y Constructores, S.A. de C.V.; Foster Wheeler K.K.; Foster Wheeler (London) Limited; Foster Wheeler Maintenance, Inc.; Foster Wheeler Penn Resources, Inc.; Foster Wheeler (Philippines) Corporation; Foster Wheeler Rio Grande, L.P.; Foster Wheeler Saudi Arabia Company Limited; Foster Wheeler Somerset Limited Partnership; Foster Wheeler (Thailand) Limited; Foster Wheeler Trading Company A.G., S.A.; Foster Wheeler Trading Company, Ltd.; Foster Wheeler Vietnam Private LTD.; Foster Wheeler World Services Corporation; FW European E&C Ltd.; FWPI Ltd.; FWPS Specialty Products, Inc.; Hartman Consulting Corporation; HFM Field Services, Inc.; HFM Tray Canada, Ltd.; New Ashford, Inc.; Oy Bioflow A.B.; Perryville Corporate Park Condominium Association, Inc.; Somerset Corporate Center Associates; Thelco Co.; Tray, Inc.; Tray Special Products, Inc.; Tray (UK) Limited.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Wholly Owned” means, with respect to and Restricted Subsidiary, a Restricted Subsidiary all of the outstanding capital stock of which (other than any director’s qualifying shares) is owned by the Company and/or one or more of its Wholly Owned Restricted Subsidiaries (or a combination thereof).

Section 1.02.  Trust Indenture Act Provisions.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  All other terms used in this Indenture that are defined by the TIA, defined by reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

Section 1.03.  Rules of Construction.  Unless the context otherwise requires or except as otherwise expressly provided,

(1)           an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(2)           “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Section, Article or other subdivision;

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(3)           all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Indenture unless otherwise indicated;

(4)           words in the singular include the plural, and in the plural include the singular;

(5)           references to a Person shall include such Person’s permitted successors and assigns;

(6)           references to agreements or instruments, or to statutes or regulations (or sections thereunder), are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations)(or sections thereunder); and

(7)           in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions the Company may classify such transaction as it, in its sole discretion, determines.

ARTICLE 2
THE NOTES

Section 2.01.  Form, Dating and Denominations; Legends.  (a)  The Series A Notes and the related Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A.  The Series B Notes and the related Trustee’s certificate of authentication will be substantially in the form attached as Exhibit B.  The terms and provisions contained in the forms of the Notes annexed as Exhibits A and B constitute, and are hereby expressly made, a part of this Indenture.  The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage.  Each Note will be dated the date of its authentication.  The Notes will be issuable in denominations of $1.00 in principal amount and any multiple of $1.00 in excess thereof.

(b)           (1)           Except as otherwise provided in paragraph (c) of this Section 2.01, Sections 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Series B Note and each Private Exchange Note will bear the Restricted Legend.

(2)           Each Global Note, whether or not an Initial Series B Note, will bear the DTC Legend.

(3)           Initial Series B Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S or Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Series B Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.

(4)           Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.

(c)           (1)           If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that an Initial Series B Note

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or a Private Exchange Note is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or

(2)           after an Initial Series B Note or a Private Exchange Note is

(x)            sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement, the Additional Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer

the Company may instruct the Trustee to cancel the Initial Series B Note or Private Exchange Note, as the case may be, and issue to the Holder thereof (or to its transferee) a new Note of like series (in the case of Private Exchange Notes), tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.

(d)           By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and the Restricted Legend.

Section 2.02.  Execution and Authentication; Exchange Notes.  (a)  An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company.  If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.

(b)           A Note shall not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under this Indenture.

(c)           At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication.  The Trustee shall authenticate and deliver:

(i)            Initial Series A Notes for original issue in the aggregate principal amount not to exceed $150,000,000,

(ii)           Initial Series B Notes for original issue in the aggregate principal amount not to exceed $120,000,000, and

(iii)          Exchange Notes and Private Exchange Notes from time to time for issue in exchange for a like aggregate principal amount of Initial Series B Notes,

in each case, after the following conditions have been met:

(1)           Receipt by the Trustee of an Officers’ Certificate specifying:

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(A)          the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,

(B)           whether the Notes are to be Initial Series A Notes, Initial Series B Notes, Exchange Notes or Private Exchange Notes,

(C)           whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and

(D)          other information the Company may determine to include or the Trustee may reasonably request.

(2)           In the case of Exchange Notes, effectiveness of an Exchange Offer Registration Statement, or a shelf registration statement pursuant to the Additional Registration Rights Agreement, and consummation of the exchange offer or resale, as the case may be, thereunder (and receipt by the Trustee of an Officers’ Certificate to that effect).  Initial Series B Notes exchanged for Exchange Notes will be cancelled by the Trustee.

(d)           If Series B Notes are sold by a Holder pursuant to a resale shelf registration statement required by the Additional Registration Rights Agreement, then such sale will be effected by the cancellation of such Series B Notes, and the issuance of a like principal amount of Series A Notes to the purchaser thereof.

(e)           Upon the request of a Holder of Series B Notes, the Company shall issue and deliver to such Holder, in exchange (a “Private Exchange”) for such Series B Notes a like principal amount of Series A Notes that are identical in all material respects to the Series A Notes (the “Private Exchange Notes”) and which are issued pursuant to this Indenture; provided that (i) such Private Exchange Securities shall bear the Restrictive Legend and (ii) the Company shall have received satisfactory opinions and certificates from such Holder with respect to the Private Exchange.

Section 2.03.  Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust.  (a)  The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in this Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent.  The Company may act as Registrar or (except for purposes of Article 8) Paying Agent.  In each case an Agent is appointed pursuant to this Section 2.03(a), the Company and the Trustee will enter into an appropriate agreement with such Agent implementing the provisions of this Indenture relating to the obligations of the Trustee to be performed by such Agent and the parties’ related rights.  The Company initially appoints the Trustee as Registrar and Paying Agent and the Trustee hereby accepts such appointments.

(b)           The Company will require each Paying Agent other than the Trustee to agree in writing that such Paying Agent will hold in trust for the benefit of the Holders or the Trustee all money held by such Paying Agent for the payment of principal of and interest on the Notes and will promptly notify the Trustee of any default by the Company in making any such payment.

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The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed.  Upon doing so, the Paying Agent will have no further liability for the money so paid over to the Trustee.

Section 2.04.  Replacement Notes.  If any mutilated Note is surrendered to the Trustee, the Company shall execute and, upon the Company’s written request, the Trustee shall authenticate and deliver a new definitive Note, of like series, tenor and aggregate principal amount and equal face amount of principal, registered in the same manner, dated the date of its authentication and bearing interest from the date to which interest has been paid on such Note, in exchange and substitution for such Note (upon surrender and cancellation thereof); provided, that the applicant for such new Note shall furnish to the Company and to the Trustee such reasonable bond or indemnity as may be required by them to save each of them harmless.

If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Note and (b) such bond or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and, upon the Company’s request, the Trustee shall authenticate and deliver a new definitive Note, of like tenor and aggregate principal amount and equal face amount of principal registered in the same manner, dated the date of its authentication and bearing interest from the date to which interest has been paid on such Note, in lieu of and substitution for such Note.

Upon the issuance of any new Note under this Section 2.04, 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.

Every new Note issued pursuant to this Section 2.04 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company.

The provisions of this Section 2.04 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.05.  Outstanding Notes.  (a)  Notes outstanding at any time shall be all Notes that have been authenticated by the Trustee except for:

(1)           Notes cancelled by the Trustee or delivered to it for cancellation;

(2)           any Note which has been replaced pursuant to Section 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser; and

(3)           on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or

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purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due.

(b)           A Note shall not cease to be outstanding because the Company or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded).  Notes 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 to act with respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company.

Section 2.06.  Temporary Notes.  Until definitive Notes are ready for delivery, the Company may prepare and execute and the Trustee will authenticate and deliver temporary Notes.  Temporary Notes will be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officer executing the temporary Notes, as evidenced by the execution of the temporary Notes.  If temporary Notes are issued, the Company shall cause definitive Notes to be prepared without unreasonable delay.  After the preparation of definitive Notes, the temporary Notes will be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for such purpose pursuant to Section 4.02, without charge to the Holder.  Upon surrender for cancellation of any temporary Notes, the Company will execute and the Trustee will authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes will be entitled to the same benefits under this Indenture as definitive Notes.

Section 2.07.  Cancellation.  All Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it.  The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold.  Any Registrar or the Paying Agent will forward to the Trustee any Notes surrendered to it for transfer, exchange or payment.  The Trustee will cancel all Notes surrendered for transfer, exchange, payment or cancellation and dispose of them in accordance with its normal procedures.  The Company may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.

Section 2.08.  CUSIP and CINS Numbers.  The Company in issuing the Notes shall use “CUSIP” and “CINS” numbers, and the Trustee will use CUSIP or CINS numbers in notices of redemption or exchange or in Offers to Purchase as a convenience to Holders, any such notice shall state that no representation is made as to the correctness of such numbers either as printed

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on the Notes or as contained in any notice of redemption or exchange or Offer to Purchase.  The Company will promptly notify the Trustee of any change in the CUSIP or CINS numbers.

Section 2.09.  Registration, Transfer and Exchange.  (a)  The Notes will be issued in registered form only, without coupons, and the Company shall cause the Trustee to maintain a register (the “Register”) of the Notes, for registering the record ownership of the Notes by the Holders and transfers and exchanges of the Notes.

(b)  (1)  Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.

(2)           Each Global Note will be delivered to the Trustee as custodian for the Depositary.  Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (1) as set forth in Section 2.09(b)(4) and (2) transfers of portions thereof in the form of Certificated Notes may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section 2.09 and Section 2.10.

(3)           Agent Members will have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

(4)           If (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by the Company within 90 days of such notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a written request from the Depositary, the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary in writing, and thereupon the Global Note will be deemed canceled.  If such Note does not bear the Restricted Legend, then the Certificated Notes issued in exchange therefor will not bear the Restricted Legend.  If such Note bears the Restricted Legend, then the Certificated Notes issued in exchange therefor will bear the Restricted Legend, provided that any Holder of any such Certificated Note issued in exchange for a beneficial interest in an Offshore Global Note will have the right upon presentation to the Trustee of a duly completed Certificate of Beneficial Ownership after the Restricted Period to exchange such Certificated Note for a Certificated Note of like

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tenor and amount that does not bear the Restricted Legend, registered in the name of such Holder.

(c)           Each Certificated Note will be registered in the name of the Holder thereof or its nominee.

(d)           A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.10.  The Trustee will promptly register any transfer or exchange that meets the requirements of this Section 2.09 by noting the same in the register maintained by the Trustee for the purpose; provided that:

(x)            no transfer or exchange will be effective until it is registered in such register; and

(y)           the Trustee will not be required (i) to issue, register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or purchased pursuant to an Offer to Purchase, (ii) to register the transfer of or exchange any Note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Note not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Regular Record Date and before the date of redemption or purchase.  Prior to the registration of any transfer, the Company, the Trustee and their agents will treat the Person in whose name the Note is registered as the owner and Holder thereof for all purposes (whether or not the Note is overdue), and will not be affected by notice to the contrary.

From time to time the Company will execute and the Trustee will authenticate and deliver additional Notes as necessary in order to permit the registration of a transfer or exchange in accordance with this Section 2.09.

No service charge will be imposed in connection with any transfer or exchange of any Note, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(4) of this Section 2.09).

(e) (1)  Global Note to Global Note.  If a beneficial interest in a Global Note is transferred or exchanged, in accordance with Section 2.10, for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other

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Global Note.  Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be a beneficial interest in such Global Note and become a beneficial interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(2)           Global Note to Certificated Note.  If a beneficial interest in a Global Note is transferred or exchanged, in accordance with Section 2.10, for a Certificated Note, the Trustee will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.

(3)           Certificated Note to Global Note.  If a Certificated Note is transferred or exchanged, in accordance with Section 2.10, for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

(4)           Certificated Note to Certificated Note.  If a Certificated Note is transferred or exchanged, in accordance with Section 2.10, for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

Section 2.10.  Restrictions on Transfer and Exchange.  (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.10, Section 2.02 and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary.  The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

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(b)           Subject to paragraph (c), the transfer or exchange of any Series B Note (or a beneficial interest therein) of the type set forth in column A below for a Series B Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below.

A	B	C
U.S. Global Note	U.S. Global Note	(1)
U.S. Global Note	Offshore Global Note	(2)
U.S. Global Note	Certificated Note	(3)
Offshore Global Note	U.S. Global Note	(4)
Offshore Global Note	Offshore Global Note	(1)
Offshore Global Note	Certificated Note	(5)
Certificated Note	U.S. Global Note	(4)
Certificated Note	Offshore Global Note	(2)
Certificated Note	Certificated Note	(3)

(1)           No certification is required.

(2)           The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required.

(3)           The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required.  In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon such transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.

(4)           The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.

(5)           Notwithstanding anything to the contrary contained herein, if the requested transfer involves a beneficial interest in an Offshore Global Note during the Restricted Period, the Person requesting the transfer must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed

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Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States.  If the requested transfer or exchange involves a beneficial interest in an Offshore Global Note following expiration of the Restricted Period, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.

(c)           No certification is required in connection with any transfer or exchange of any Series B Note or Private Exchange Note (or a beneficial interest therein):

(1)           after such Series B Note is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision); provided that the Company has provided the Trustee with an Officer’s Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (1) an opinion of counsel in customary form and containing customary qualifications for resales of such type, and any other reasonable certifications and evidence in order to support such certificate; or

(2)(x)       sold pursuant to an effective registration statement, including a resale shelf registration statement, pursuant to the Registration Rights Agreement, the Additional Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer for an Exchange Note.

Any Certificated Note delivered in reliance upon this paragraph will not bear the Restricted Legend.

(d)           The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon reasonable written notice to the Trustee delivered a reasonable time prior to such inspection.

(e)           No certification is required in connection with any transfer or exchange of any Series A Note that is not a Private Exchange Note (or a beneficial interest therein).

Section 2.11.  Temporary Offshore Global Notes.  (a) Each Initial Series B Note originally sold by the Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Notes that bear the Temporary Offshore Global Note Legend.

(b)           An owner of a beneficial interest in a Temporary Offshore Global Note (or a Person acting on behalf of such an owner) may provide to the Trustee (and the Trustee will accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Trustee will not accept any such certificate during the Restricted Period).  Promptly after acceptance of a Certificate of Beneficial Ownership with respect to such a beneficial interest, the Trustee will cause such beneficial interest to be exchanged for an equivalent beneficial interest in a Permanent Offshore Global Note, and will (x) permanently reduce the principal amount of such Temporary Offshore Global Note by the

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amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Note by the amount of such beneficial interest.

(c)           Notwithstanding anything to the contrary contained herein, beneficial interests in a Temporary Offshore Global Note may be held through the Depositary only through Euroclear and Clearstream and their respective direct and indirect participants.

(d)           Notwithstanding paragraph (b), if after the Restricted Period any Purchaser owns a beneficial interest in a Temporary Offshore Global Note, such Purchaser may, upon written request to the Trustee accompanied by a certification as to its status as an Purchaser, exchange such beneficial interest for an equivalent beneficial interest in a Permanent Offshore Global Note, and the Trustee will comply with such request and will (x) permanently reduce the principal amount of such Temporary Offshore Global Note by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Note by the amount of such beneficial interest.

ARTICLE 3
REDEMPTION; OFFER TO PURCHASE

Section 3.01.  Optional Redemption.  At any time and from time to time on or after [     ], 2006, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the redemption date if redeemed during the twelve-month period beginning on [                 ] of the years indicated below:

Year	Percentage
2006	[                ]
2007	[                ]
2008	[                ]	%
2009	[                ]	%
2010	100.000	%

Section 3.02.  Optional Redemption; Make Whole.  At any time prior to [        ], 2006, the Company may, on any one or more occasions, redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 101% of the principal amount of the Notes to be redeemed and (ii) 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium as of the date of redemption, and in each case plus accrued and unpaid interest to, the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant Interest Payment Date.

Section 3.03.  Method and Effect of Redemption.  (a) If the Company elects to redeem Notes, it must notify the Trustee in writing of the redemption date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 45 days before the redemption date (unless a shorter period is satisfactory to the Trustee).  If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed as follows: (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on

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which the Notes are listed; or (2) if the Notes are not listed on a national securities exchange, on a pro rata basis (based on amounts tendered), by lot or by any other method the Trustee deems fair and appropriate, in denominations of $1.00 principal amount and multiples thereof.  The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption, Any notice of redemption must be sent by first-class mail by the Company or at the Company’s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 30 days but not more than 60 days before the redemption date.

(b)           The notice of redemption will identify the Notes to be redeemed and will include or state the following:

(1)           the redemption date;

(2)           the redemption price, including the portion thereof representing any accrued interest;

(3)           the place or places where Notes are to be surrendered for redemption and payment of the redemption price;

(4)           that Notes called for redemption must be so surrendered in order to collect the redemption price;

(5)           on the redemption date the redemption price will become due and payable on Notes called for redemption, and interest on Notes called for redemption will cease to accrue on and after the redemption date;

(6)           if any Note is to be redeemed in part, the principal amount of such Note to be redeemed and that after the redemption date, upon surrender of such Note, new Notes of like series equal in principal amount to the unredeemed portion thereof will be issued;

(7)           if any Note contains a CUSIP or CINS number, the CUSIP or CINS number;

(8)           interest on any Note not redeemed will continue to accrue; and

(9)           the paragraph of the Notes and Section of this Indenture pursuant to which the Notes called for redemption are being redeemed.

(c)           Once a notice of redemption is sent to the Holders, Notes called for redemption become due and payable at the redemption price on the redemption date, and upon surrender of any Notes called for redemption, the Company shall redeem such Notes at the applicable redemption price. Commencing on the redemption date, Notes redeemed will cease to accrue interest.  Upon surrender of any Note redeemed in part, the Holder will receive a new Note of like series equal in principal amount to the unredeemed portion of the surrendered Note.

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(d)           The Company may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisitions do not otherwise violate the terms of this Indenture.

Section 3.04.  Offer to Purchase.  (a) An “Offer to Purchase” means an offer by the Company to purchase Notes as required by this Indenture.  An Offer to Purchase must be made by written offer (the “offer”) sent to the Holders.  The Company will notify the Trustee in writing at least 15 days (or such shorter period as is acceptable to the Trustee) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

(b)           The offer must include or state the following as to the terms of the Offer to Purchase:

(1)           the provision of this Indenture pursuant to which the Offer to Purchase is being made;

(2)           the aggregate principal amount of the outstanding Notes offered to be purchased by the Company pursuant to the Offer to Purchase (including, if less than 100% of the Notes, the manner by which such amount has been determined pursuant to this Indenture) (the “purchase amount”);

(3)           the purchase price, including the portion thereof representing accrued interest;

(4)           an expiration date (the “expiration date”) not less than 30 Business Days or more than 60 days after the date of the offer, and a settlement date for purchase (the “purchase date”) not more than five Business Days after the expiration date;

(5)           a Holder may tender all or any portion of its Notes, subject to the requirement that any portion of a Note tendered must be in a multiple of $1.00 principal amount;

(6)           the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;

(7)           each Holder electing to tender a Note pursuant to the offer will be required to surrender such Note at the place or places specified in the offer prior to the close of business on the expiration date (such Note being, if the Company or the Trustee so requires, duly endorsed or accompanied by a duly executed written instrument of transfer);

(8)           interest on any Note not tendered, or tendered but not purchased by the Company pursuant to the Offer to Purchase, will continue to accrue;

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(9)           on the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date;

(10)         (i) if Notes in an aggregate principal amount less than or equal to the purchase amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company will purchase all such Notes, and (ii) if the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are duly tendered and not withdrawn pursuant to the offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments made in the Company’s discretion so that only Notes in multiples of $1.00 principal amount will be purchased;

(11)         if any Note is purchased in part, new Notes of like series and equal in principal amount to the unpurchased portion of the Note will be issued; and

(12)         no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the offer and that the Holder should rely only on the other identification numbers printed on the Notes.

(c)           Prior to the purchase date, the Company will accept tendered Notes for purchase as required by the Offer to Purchase and deliver to the Trustee all Notes so accepted together with an Officers’ Certificate specifying which Notes have been accepted for purchase.  On the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date.  The Trustee will promptly return to Holders any Notes not accepted for purchase and send to Holders new Notes of like series and equal in principal amount to any unpurchased portion of any Notes accepted for purchase in part.

(d)           The Company will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

ARTICLE 4
COVENANTS

Section 4.01.  Payment Of Notes.  (a)  The Company agrees to pay the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture.  Not later than 9:00 A.M. (New York City time) on the due date of any principal of, premium, if any, or interest on any Notes, or any redemption or purchase price of the Notes, the Company will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts, provided that if the Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture.  In each case the Company will promptly notify the Trustee in writing of its compliance with this paragraph.

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(b)           An installment of principal or interest will be considered paid on the date due if the Trustee (or Paying Agent, other than the Company or any Affiliate of the Company) holds on that date money designated for and sufficient to pay the installment.  If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders.

(c)           The Company agrees to pay interest on overdue principal, and overdue installments of interest at the rate per annum specified in the Notes.

(d)           Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Company will make all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each Holder’s registered address by first-class mail.

Section 4.02.  Maintenance of Office or Agency.  The Company will maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company.  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 fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served to the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be surrendered or presented for any of such purposes and may from time to time rescind such designations.  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 4.03.  Existence.  The Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the existence of each of its Restricted Subsidiaries in accordance with their respective organizational documents, and the material rights, licenses and franchises of the Company and each Restricted Subsidiary; provided that the Company is not required to preserve any such right, license or franchise, or the existence of any Restricted Subsidiary (including any Guarantor, subject to any applicable provisions of Article 5), if the maintenance or preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole; and provided further that this Section 4.03 does not prohibit any transaction otherwise permitted by Sections 4.12, 5.01 or 5.02.

Section 4.04.  Payment of Taxes and other Claims.  The Company shall pay or discharge, and cause each of its Subsidiaries to pay or discharge before the same become delinquent (i) all material taxes, assessments and governmental charges levied or imposed upon

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the Company or any Subsidiary or its income or profits or property, and (ii) all material lawful claims for labor, materials and supplies that, if unpaid, might by law become a Lien (other than a Permitted Lien) upon the property of the Company or any Subsidiary, other than any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves (to the extent required in accordance with GAAP) have been established.

Section 4.05.  Limitation on Debt and Disqualified or Preferred Stock.  (a)  The Company:

(1)           will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); and

(2)           will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock and will not permit any of its Restricted Subsidiaries that are not Guarantors to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company and/or a Restricted Subsidiary that is a Guarantor, so long as it is held);

provided that the Company may Incur, and may permit any Guarantor to Incur, Debt (including Acquired Debt) or Disqualified Stock, if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, (x) the Fixed Charge Coverage Ratio is not less than 2.25 to 1.0 and (y) the Senior Debt to Consolidated Cash Flow Ratio does not exceed 3.50 to 1.0.

(b)           Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur any of the following (“Permitted Debt”):

(1)           Debt (including Debt under the Credit Agreement and in respect of Trade Obligations or Performance Obligations) of the Company or any Guarantor pursuant to Credit Facilities (and of Restricted Subsidiaries pursuant to Guarantees of such Credit Facilities) so long as the aggregate amount of such Credit Facilities, including the Existing Letter of Credit Facility, does not exceed $250,000,000 (subject to reduction as provided in clause (z) below) at any one time outstanding, provided that:

(v)           the amount permitted by this paragraph (1) shall be $325,000,000 (subject to reduction as provided in clause (z) below) if the Senior Debt to Consolidated Cash Flow Ratio on the date of Incurrence of such Debt and on each day during the 90-day period most recently ended prior to the date of such incurrence (giving pro forma effect to such Incurrence as if such Incurrence had occurred on the first day of such period) is less than or equal to 3.50 to 1.0,

(w)          the amount of revolving loans permitted by this paragraph (1) shall not exceed $75,000,000 at any one time outstanding,

(x)            such Credit Facilities may in addition at any time after [        ], 2008 be increased by $120,000,000 to $370,000,000 (or, if the conditions referred to in the foregoing clause (v) have been satisfied, to $445,000,000), in each case

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subject to reduction as provided in clause (z) below, to permit the Incurrence of Qualified Term Loans,

(y)           no Restricted Subsidiary may be obligated (whether as borrower or a guarantor thereof) in respect of any Debt under any Credit Facility (including any increase thereof pursuant to the foregoing clauses (v) or (x)), unless such Restricted Subsidiary is a Guarantor under this Indenture, except that Excepted Non-Guarantor Subsidiaries may remain obligated in respect of a Guarantee of the Existing Letter of Credit Facility (but not any increase thereof) to the extent such Guarantee is in effect on the Issue Date and

(z)            the permitted amounts of Debt described above (i.e. $250,000,000, $325,000,000, $370,000,000 and $445,000,000) shall be automatically reduced by the amount of the Net Cash Proceeds of Asset Sales applied to the permanent reduction of any Credit Facility pursuant to Section 4.11(a)(3)(A);

(2)           (i) Debt of an Obligor, owing to an Obligor; provided that (x) any such Debt is Incurred (A) pursuant to an Intercompany Note that is subordinated in right of payment to the payment in full in cash of such Obligor’s obligations under the Notes or its Note Guarantee thereof in the form attached as Exhibit J to this Indenture and pledged in accordance with the Collateral Documents in favor of the Trustee or the Notes Collateral Agent or (B) pursuant to the Intercompany Cash Management Agreement provided that the obligations under the Intercompany Cash Management Agreement are subordinated in right of payment to the payment in full in cash of such Obligor’s obligation under the Notes or its Note Guarantee, and (y) any disposition, pledge or transfer of any such Debt to a Person (other than a disposition, pledge or transfer to an Obligor) shall be deemed to be an Incurrence of such Indebtedness by such Obligor not permitted by this clause (b)(2)(i);

(ii)           Debt of any Obligor owing to any Restricted Subsidiary that is not a Guarantor; provided that such Debt is Incurred (A) pursuant to an Intercompany Note in the form attached as Exhibit J to this Indenture or (B) pursuant to the Intercompany Cash Management Agreement provided that the obligations under the Intercompany Cash Management Agreement are subordinated in right of payment to the payment in full in cash of such Obligor’s obligation under the Notes or its Note Guarantee; provided, further that any disposition, pledge or transfer of any such Debt to a Person (other than a disposition pledge or transfer to the Company or a Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness by such Obligor not permitted by this clause (b)(2)(ii);

(iii)          Debt of a Restricted Subsidiary that is not a Guarantor owing to another Restricted Subsidiary that is not a Guarantor; provided that any disposition, pledge or transfer of any such Debt to a Person (other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary) shall be deemed to be an incurrence of such Debt by the obligor not permitted by this clause (b)(2)(iii); and

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(iv)          Debt of any Restricted Subsidiary that is not a Guarantor owing to an Obligor; provided that such Debt is Incurred (A) pursuant to an Intercompany Note in the form attached as Exhibit K to this Indenture or (B) pursuant to the Intercompany Cash Management Agreement; provided, further, that any disposition, pledge or transfer of any such Debt to a Person (other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary) shall be deemed to be an Incurrence of such Indebtedness by the Restricted Subsidiary not permitted by this clause (b)(2)(iv).

Notwithstanding the foregoing, any transaction pursuant to which any Restricted Subsidiary, which holds debt owing by the Company or any Restricted Subsidiary, ceases to be a Restricted Subsidiary shall be deemed to be the Incurrence of Debt of such Restricted Subsidiary that is not permitted by this clause (b)(2).

(3)           Debt of the Company pursuant to the Notes and Debt of any Guarantor pursuant to a Note Guarantee of the Notes, in any case not to exceed $270,000,000 in aggregate principal amount;

(4)           any other Debt of the Company or any Restricted Subsidiary outstanding on March 26, 2004 (other than (x) Debt outstanding under the Credit Agreement, as to which the provisions of clause (b)(1) above shall be applicable or (y) Debt outstanding under the U.K. Credit Facility, as to which the provisions of clause (b)(10) below shall be applicable); provided, that the amount of such Debt (excluding intercompany Debt and Trade Obligations) shall not exceed $1,527,780,000 in the aggregate and the amount of such Debt outstanding at Restricted Subsidiaries that are not Guarantors shall not exceed $624,596,000 in the aggregate, in each case excluding amounts exchanged for Capital Stock in the Exchange Offer contemplated by the Form S-4;

(5)           Debt (“Permitted Refinancing Debt”) of the Company or any Restricted Subsidiary constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance (all of the above, for purposes of this clause, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus any associated premiums and reasonable fees and expenses; provided that

(A)          in case the Debt to be refinanced is subordinated in right of payment to the Notes, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes,

(B)           the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced,

(C)           the new Debt is incurred by the obligor on the Debt being refinanced; provided, however, if the Debt being refinanced is Debt of a

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Restricted Subsidiary that is not a Guarantor, such Debt may be refinanced by the Company or a Restricted Subsidiary that is a Guarantor, and

(D)          Debt Incurred pursuant to clauses (1), (2), (6), (8), (9), (10), (11), (13), (14) and (15) of this Section 4.05(b) may not be refinanced pursuant to this clause (5), and no amount of Debt outstanding on March 26, 2004 that is exchanged for Capital Stock in the proposed exchange offer contemplated by the Form S-4 may be refinanced pursuant to this clause (5).

(6)           Hedging Agreements of the Company or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company and its Restricted Subsidiaries and not for speculation;

(7)           Debt of the Company or any Restricted Subsidiary, which may include Capital Leases, Incurred after March 26, 2004 no later than 180 days after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or cost of construction or improvement; provided that the aggregate principal amount of any Debt Incurred pursuant to this clause (b)(7), including all Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this clause (b)(7), may not exceed $60,000,000 at any one time outstanding;

(8)           Debt of the Company and/or any Restricted Subsidiary consisting of a Guarantee of Debt of a Joint Venture not to exceed $75,000,000 in aggregate principal amount at any one time outstanding (the amount of Debt arising from any such Guarantee to be determined as provided in clause (F) of the definition of “Debt”);

(9)           Debt of any Obligor, consisting of a Guarantee of Debt of any other Obligor, and Debt of any Restricted Subsidiary that is not a Guarantor, consisting of a Guarantee of Debt of the Company or any Restricted Subsidiary, in each case Incurred under any other clause of this Section 4.05;

(10)         Debt (including Debt in respect of the U.K. Credit Facility) of any Foreign Restricted Subsidiary that is not a Guarantor Incurred after March 26, 2004 in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding;

(11)         Debt in an aggregate amount up to $35,000,000 Incurred by Martinez Cogen Limited Partnership (“Martinez”) to finance the repurchase or redemption of all of the Equity Interests in such entity held by Persons other than the Company or any Subsidiary; provided that the Fixed Charge Coverage Ratio immediately after giving effect to Incurrence of such Debt and the acquisition of the Equity Interests of Martinez exceeds the Fixed Charge Coverage Ratio immediately prior to the Incurrence of such Debt; provided further that following any Incurrence of Debt made in reliance of this clause (11), no Restricted Subsidiary other than a Guarantor shall be permitted to make loans to Martinez, unless and until Martinez becomes a Guarantor of the Notes, regardless of paragraph (b)(2) of this Section 4.05;

(12)         Guarantees by the Company or any Restricted Subsidiary of Debt of a customer or a third-party guarantor of such customer’s Debt to a governmental export

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credit agency, to the extent that such Guarantee obligation is conditioned on a failure to perform by the Company, any Restricted Subsidiary or a Controlled Joint Venture under an engineering procurement or construction contract entered into with such customer or third-party guarantor; provided that any payments made pursuant to such Guarantee shall be deemed to be the Incurrence of Debt by the Company or such Restricted Subsidiary that is not permitted pursuant to this clause (b)(12);

(13)         Trade Obligations of the Company or any of its Restricted Subsidiaries, until such time as any amounts are drawn thereunder (with such draw constituting an Incurrence of Debt not permitted by this clause (13) on the date of such draw with the amount of the Incurrence being equal to the amount of such draw); provided that Trade Obligations issued under the Credit Agreement or any Credit Facility must be permitted under clause (b)(1) of this Section 4.05;

(14)         Performance Obligations of any Obligor constituting letters of credit issued under the Credit Agreement or any replacement Credit Facility in compliance with the requirements of clause (b)(1) of this Section 4.05;

(15)         Performance Obligations of the Company or any Restricted Subsidiary; provided that the aggregate amount of Encumbered Performance Obligations of the Company or such Restricted Subsidiaries shall not exceed $275,000,000 at any one time outstanding; and

(16)         Debt of the Company or any Restricted Subsidiary Incurred after March 26, 2004 not otherwise permitted hereunder in an aggregate principal amount at any time outstanding not to exceed $30,000,000 (which may include any Debt incurred for any purpose, including but not limited to the purposes referred to in clauses (1) through (15) of this Section 4.05(b)); provided, however, not more than $10,000,000 in aggregate principal amount at any one time outstanding pursuant to this clause (b)(16) may be incurred by Restricted Subsidiaries that are not also Guarantors.

For purposes of determining compliance with this Section 4.05:

(1)           in the event that an item of proposed Debt (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) of this Section 4.05(b), or is entitled to be Incurred pursuant to Section 4.05(a), the Company will be permitted to classify (or later reclassify in whole or in part) such item of Debt in any manner that complies with this Section 4.05(b); and

(2)           the accrual of interest, the accretion or amortization of original issue discount and the payment of interest on any Debt in the form of additional Debt with the same terms will not be deemed to be an incurrence of Debt for purposes of this Section 4.05(b).

(c)           The Company shall terminate and cause its Restricted Subsidiaries to terminate the Foothill Facility on October 1, 2004, if it has not earlier been terminated.  The Company shall not Incur any Debt thereunder prior to such termination.

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(d)           For purposes hereof, any Indebtedness Incurred by the Company or any of its Restricted Subsidiaries subsequent to March 26, 2004 and still outstanding on the Issue Date shall be deemed to have been Incurred on the Issue Date (and, to the extent that such Indebtedness would not have been permitted to be Incurred at such time under this Section 4.05, the Company shall be deemed to be in breach of this Section 4.05).

Section 4.06.  Limitation on Restricted Payments.

(a)           the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly (the payments and other actions described in the following clauses of this Section 4.06(a) being collectively called “Restricted Payments”):

(i)            declare or pay any dividend or make any distribution on its Equity Interests (other than dividends or distributions paid in the Company’s Qualified Equity Interests) held by Persons other than the Company or any of its Restricted Subsidiaries;

(ii)           purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company or any Restricted Subsidiary held by Persons other than the Company or any of its Restricted Subsidiaries;

(iii)          repay, redeem, repurchase, defease or otherwise acquire or retire for value, or make any payment on or with respect to Subordinated Debt (other than among the Company and any of its Restricted Subsidiaries or any Restricted Subsidiary and any other Restricted Subsidiaries) except payments of interest and principal at Stated Maturity; or

(iv)          make any Investment other than a Permitted Investment;

unless, at the time of, and after giving effect to, the proposed Restricted Payment:

(1)           no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment,

(2)           the Company at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable period could Incur at least $1.00 of Debt under Section 4.05(a), and

(3)           the aggregate amount expended by the Company and its Restricted Subsidiaries for all Restricted Payments made after March 26, 2004 would not, subject to paragraph (c), exceed the sum of:

(A)          50% of the aggregate amount of the Consolidated Net Income (or, if the Consolidated Net Income is a loss, minus 100% of the amount of the loss) accrued on a cumulative basis during the period, taken as one accounting period, beginning on the first day of the fiscal quarter in which the Issue Date occurs and ending on the last day of the Company’s most recently completed fiscal quarter for which internal financial statements are available; plus

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(B)           subject to paragraph (c), the aggregate net cash proceeds received by the Company (other than from a Subsidiary) after the Issue Date:

(i)            from the issuance and sale of its Qualified Equity Interests, including by way of issuance of its Disqualified Equity Interests or Debt to the extent since converted into Qualified Equity Interests of the Company (but excluding any Qualified Equity Interests to the extent issued in or in connection with the proposed exchange offer or offering described in the Form S-4), or

(ii)           as a contribution to its common equity; plus

(C)           an amount equal to the sum, for all Unrestricted Subsidiaries, of the following:

(x)            the cash return, after March 26, 2004, on Investments in any Unrestricted Subsidiary made after March 26, 2004 pursuant to this paragraph (a) as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (including any dividends or other distributions paid in cash to the Company or any Restricted Subsidiary), plus

(y)           the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the assets less liabilities of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary,

not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments made after March 26, 2004 by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary pursuant to paragraph (a) of this Section 4.06; plus

(D)          to the extent not already included in clause (3)(A) above, the cash return on any other Investment made after March 26, 2004 pursuant to paragraph (a) of this Section 4.06, as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (including any dividends or other distributions paid in cash to the Company or any Restricted Subsidiary), in an amount equal to the lesser of (x) the initial amount of such Investment so made and (y) the cash return of capital with respect to such Investment less the cost of disposition, if any.

The amount expended in any Restricted Payment, if other than in cash, will be deemed to be the Fair Market Value of the relevant non-cash assets.

(b)           The foregoing will not prohibit:

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(1)           the payment of any dividend within 60 days after the date of declaration thereof if, at the date of declaration, such payment would comply with paragraph (a) of this Section 4.06;

(2)           dividends or distributions by a Restricted Subsidiary (A) payable, on a pro rata basis or on a basis more favorable to the Company, to all holders of any class of Capital Stock of such Restricted Subsidiary a majority of which is held, directly or indirectly through Restricted Subsidiaries, by the Company or (B) required to be paid by Martinez Cogen Limited Partnership in accordance with the terms of its partnership agreement as in effect on the Issue Date;

(3)           the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Debt with the proceeds of, or in exchange for, Permitted Refinancing Debt;

(4)           the purchase, redemption or other acquisition or retirement for value of Equity Interests of a Controlled Joint Venture (but only if it has continuing operations and is not winding down) or a Joint Venture (or the acquisition of all the outstanding Equity Interests of any person that conducts no material operations and has no material assets or liabilities other than the ownership of Equity Interests in a Joint Venture) in exchange for, or out of the proceeds of a substantially concurrent offering of, Qualified Equity Interests of the Company or of a cash contribution to the common equity of the Company;

(5)           the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Debt of the Company in exchange for, or out of the proceeds of, a substantially concurrent offering of, Qualified Equity Interests of the Company or of a cash contribution to the common equity of the Company;

(6)           any Investment consisting of Guarantees permitted to be incurred pursuant to Section 4.05(b)(8);

(7)           the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Company or Parent held by officers, directors or employees or former officers, directors or employees (or their estates or beneficiaries under their estates), upon death, disability, retirement, severance or termination of employment or pursuant to any agreement or employee benefit or welfare plan under which the Equity Interests were issued; provided that the aggregate cash consideration paid therefor in any fiscal year after March 26, 2004 does not exceed an aggregate amount of $2,500,000;

(8)           Payments to, or for the account of, any Parent Guarantor (to the extent such payment constitutes a Restricted Payment) of (i) amounts to be used solely to pay Federal, state and local (including any foreign) taxes during any period, in an amount not to exceed the amount of taxes the Company and its Restricted Subsidiaries would pay on a stand alone basis with respect to such period (had it been treated during such period and all prior periods, together with its Restricted Subsidiaries, as a separate taxpayer); provided that such amounts shall be used within 90 days of the payment to Parent

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Guarantor to pay such taxes, (ii) amounts to be used within 90 days of the payment solely to pay reasonable corporate overhead and management expenses in the ordinary course of business, relating to the management of the Company and its Restricted Subsidiaries, pursuant to a management agreement or otherwise, (iii) up to $2,000,000 per fiscal year to be used to pay corporate overhead and management expenses not in the ordinary course of business relating to the management of the Company and its Restricted Subsidiaries pursuant to a management agreement or otherwise, and (iv) the amount necessary to pay principal and any interest, when due, on the Convertible Notes that remain outstanding after the Issue Date;

(9)           the payment of cash dividends on any Disqualified Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary existing on March 26, 2004 or Incurred after March 26, 2004 in compliance with paragraph (a) of Section 4.05;

(10)         the repurchase of any Subordinated Debt for a purchase price not greater than 101% of the principal amount thereof in the event of (x) a change of control pursuant to a provision no more favorable to the holders thereof than that contained in Section 4.10 or (y) any Asset Sale pursuant to a provision no more favorable to the holders thereof than that contained in Section 4.11; provided that, in each case, prior to the repurchase the Company has made an Offer to Purchase and has repurchased all Notes issued under this Indenture that were validly tendered for payment in connection with the offer to purchase;

(11)         other Restricted Payments in an aggregate principal amount not to exceed $25,000,000 after March 31, 2004;

(12)         any Investment made in exchange for, or out of the net cash proceeds of, a substantially concurrent offering of Qualified Equity Interests of the Company or a cash contribution to the common equity of the Company; and

(13)         any Investment in an Unrestricted Subsidiary in an aggregate amount not to exceed $8,000,000;

(14)         any purchase by the Company or a Restricted Subsidiary from Parent of Common Stock of Parent; provided that the full consideration paid or delivered for such Common Stock is immediately reinvested in the Company; provided further that such amount may be further reinvested by the Company and thereafter may be reinvested by each Subsidiary of the Company until it has been reinvested in the Restricted Subsidiary that originally purchased such shares; and

(15)         the proposed exchange offer and the transactions described in the Form S-4.

provided that, in the case of clauses (4), (5), (6), (7), (8)(iii) and (iv), (9), (10), (11), (12) and (13) of this Section 4.06(b), no Default has occurred and is continuing or would occur as a result thereof.

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(c)           Proceeds of the issuance of Qualified Equity Interests will be included under clause (3)(B) of Section 4.06(a) only to the extent they are not applied as described in clause (4), (5), (12), (14) or (15) of Section 4.06(b). Restricted Payments permitted pursuant to clause (2), (3), (4), (5), (6), (8)(i), 8(ii) or (9) of Section 4.06(b) will not be included in making the calculations under clause (3) of Section 4.06(a).

(d)           For purposes hereof, any Investments made by the Company or any of its Restricted Subsidiaries subsequent to March 26, 2004 shall be deemed to have been made on the Issue Date (and, to the extent that such Investments would not have been permitted to be made at such time under this Section 4.06, the Company shall be deemed to be in breach of this Section 4.06).

Section 4.07.  Limitation on Liens.  The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur or permit to exist any Lien of any nature whatsoever on any of its properties or assets, whether owned at the Issue Date or thereafter acquired, or any proceeds, income or profits therefrom or assign or convey any right to receive income therefrom, other than Permitted Liens, provided that the foregoing shall not apply, with respect to any such property or assets (other than the Collateral), to the extent that the Company or such Restricted Subsidiary effectively provides that the Notes are secured equally and ratably with (or, if the obligation to be secured by the Lien is subordinated in right of payment to the Notes or any Note Guarantee, prior to) the obligations so secured for so long as such obligations are so secured.

Section 4.08.  Limitation on Sale and Leaseback Transactions.

The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any property or asset, unless:

(A)          the Company or the Restricted Subsidiary would be permitted to Incur Debt in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to Section 4.05;

(B)           the Company or the Restricted Subsidiary would be permitted to create a Lien on such property or asset securing such Attributable Debt pursuant to Section 4.07; and

(C)           the transfer of assets in the Sale and Leaseback Transaction is made in accordance with Section 4.11.

Section 4.09.  Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a)           Except as provided in Section 4.09(b), the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual restriction of any kind on the ability of any Restricted Subsidiary to:

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(1)           pay dividends or make any other distributions on any Equity Interests of such Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,

(2)           make loans or advances to the Company or any other Restricted Subsidiary, or

(3)           transfer any of its property or assets to the Company or any other Restricted Subsidiary.

(b)           The provisions of Section 4.09(a) do not apply to any encumbrances or restrictions:

(1)           existing on the Issue Date in this Indenture, the Guarantees, the Collateral Documents or any other agreements in effect on the Issue Date, and any extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the extension, renewal, replacement or refinancing, taken as a whole, are not materially less favorable to the Noteholders (as determined in the reasonable judgment of the Company) than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

(2)           existing in the Credit Facilities;

(3)           existing under or by reason of applicable law or governmental regulation;

(4)           existing (A) with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Company or any Restricted Subsidiary (except to the extent such encumbrance was incurred in connection with or in contemplation of such acquisition), or (B) with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary, and, in each case, any extensions, renewals, replacements or refinancings of any of the foregoing, provided the encumbrances and restrictions in the extension, renewal, replacement or refinancing are, taken as a whole, no less favorable in any material respect to the Noteholders (as determined in the reasonable judgment of the Company) than the encumbrances or restrictions being extended, renewed, replaced or refinanced;

(5)           of the type described in clause (a)(3) of this Section 4.09 arising or agreed to in the ordinary course of business (i) that restrict in a customary manner the chartering, subletting, assignment or transfer of any property or asset that is subject to a lease or license (but only to the extent that such restriction is imposed by the instruments pursuant to which such lease or license is created), (ii) that restrict the transfer of property or assets of the Company or any Restricted Subsidiary subject to a Lien permitted under this Indenture (but only to the extent that such restriction is imposed by the instruments pursuant to which such Lien, or the obligation secured thereby, is created) or (iii) that restrict the transfer of property or assets of the Company or any Restricted Subsidiary that is subject to a merger agreement, stock or asset purchase agreement or similar agreement, so long as any such transfer is otherwise permitted under this Indenture and such restriction is imposed only during the period pending such disposition (so long as such

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restriction does not continue for more than a customary period for transactions of such type);

(6)           contained in the terms governing any Debt (other than Trade Obligations) otherwise permitted under this Indenture, if (as determined in the reasonable judgment of the Company) the encumbrances or restrictions are necessary or required to enable the Company or such Restricted Subsidiary to obtain or maintain a financing of that type; or

(7)           set forth in this Indenture, the Guarantees or any Collateral Document.

Section 4.10.  Repurchase of Notes upon a Change of Control  (a)  Not later than 30 days following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest to the date of purchase.

(b)           The Company will not be required to make an Offer to Purchase upon a Change of Control if a third party makes the Offer to Purchase at the same time, at the same premium and otherwise in compliance with the requirements applicable to an Offer to Purchase made by the Company and purchases the Notes validly tendered and not withdrawn under such Offer to Purchase.  The provisions of this Section 4.10 shall be applicable regardless of whether the provisions of Article V are also applicable.

Section 4.11.  Limitation on Asset Sales

(a)           The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Sale unless the following conditions are met:

(1)           The Asset Sale is for Fair Market Value.

(2)           At least 75% of the consideration for such Asset Sale consists of cash or Cash Equivalents received at closing. (For purposes of this clause (2), (x) the assumption by the purchaser of (i) Debt or other obligations (other than contingent liabilities and Subordinated Debt) of the Company or a Restricted Subsidiary pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from any further liability, and (ii) instruments or securities received from the purchaser that are promptly, but in any event within 90 days of the closing, converted by the Company or such Restricted Subsidiary to cash or Cash Equivalents, to the extent of the cash or Cash Equivalents actually so received, and (y) stock or assets of the kind referred to in clause (3)(B) of this Section 4.11, shall each be considered cash received at closing.)

(3)           Within 12 months of the receipt of any Net Cash Proceeds from an Asset Sale, the Net Cash Proceeds may be used

(A)          to permanently repay (i) senior secured Debt of the Company or any Restricted Subsidiary (and in the case of a revolving credit, permanently reduce the commitment thereunder by such amount), that is senior in respect of liens to the Notes, (ii) Debt of any Restricted Subsidiary that is not a Guarantor that makes an Asset Sale with the proceeds of such Asset Sale, in each case owing

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to a Person other than the Company or any Restricted Subsidiary and required to be prepaid from such Net Cash Proceeds, provided, that the Net Cash Proceeds from an Asset Sale by the Company or any Restricted Subsidiary that is a Guarantor shall be applied only to repay Debt of the Company or another Restricted Subsidiary that is a Guarantor and (iii) Debt of the Company or any Restricted Subsidiary ranking pari passu in respect of liens with the Notes so long as a ratable repayment offer shall be made to the holders of the Notes, or

(B)           to acquire all or substantially all of the assets of, or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary, to make capital expenditures or otherwise acquire assets to be used or useful in the business of the Company or any Restricted Subsidiary; provided that if the Company or any Restricted Subsidiary contracts to acquire assets to make capital expenditures with Net Cash Proceeds within the applicable 12-month period it shall be deemed to have so applied such Net Cash Proceeds in accordance with this subclause (B) if such Net Cash Proceeds are so applied within 24 months of the applicable Asset Sale.

(4)           The Net Cash Proceeds of an Asset Sale under this Section 4.11(a) not applied pursuant to clause (3) of this Section 4.11(a) within the periods specified constitute “Excess Proceeds”. Excess Proceeds of less than $15,000,000 will be carried forward and accumulated. When accumulated Excess Proceeds equals or exceeds $15,000,000, the Company must, within 30 days thereafter, make an Offer to Purchase to all Holders of Notes and all holders of other Debt that ranks pari passu with, or senior to, the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redemption with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other Debt that may be purchased out of the Excess Proceeds on a pro rata basis. Upon completion of the Offer to Purchase under this Section 4.11(a), Excess Proceeds will be reset at zero, and any Excess Proceeds remaining after consummation of the Offer to Purchase may be used for any purpose not otherwise prohibited by this Indenture.

(b)           The purchase price for the Notes for any offer under Section 4.11(a) will be 100% of the principal amount plus accrued interest to the date of purchase. If the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis along with such other pari passu Debt with similar terms, with adjustments so that only Notes in multiples of $1.00 principal amount will be purchased.

(c)           Pending the final application of any Net Cash Proceeds, the Company and any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by this Indenture.

(d)           All Net Cash Proceeds from an Event of Loss shall be invested as set forth in Section 4.11(a)(3) and treated as Excess Proceeds under Section 4.11(a)(4) and applied as set forth therein, all within the periods and as otherwise provided in such clauses.

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The Company will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

Section 4.12.  Limitation on Transactions with Affiliates

(a)           The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with (x) any holder, or any Affiliate of any holder, of 10% or more of the Voting Stock of Parent or (y) any Affiliate of either the Company or any Restricted Subsidiary (a “Related Party Transaction”), except upon fair and reasonable terms that are no less favorable to the Company or the Restricted Subsidiary than could reasonably be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company or any of its Subsidiaries.

(b)           Prior to entering into any Related Party Transaction or series of related Related Party Transactions with an aggregate value in excess of $10,000,000, the Company must deliver to the Trustee a resolution certifying that such Related Party Transaction complies with clause (a) of this Section 4.12 and that such Related Party Transaction has been approved by resolution of not less than a majority of the Board of Directors of Parent who are disinterested in the subject matter of the transaction. Prior to entering into any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $15,000,000, the Company must in addition to the requirements of the immediately preceding sentence obtain and deliver to the Trustee a favorable written opinion from a nationally recognized investment banking firm as to the fairness of the transaction to the Company and its Restricted Subsidiaries from a financial point of view.

(c)           The foregoing paragraphs (a) and (b) of this Section 4.12 do not apply to

(1)           any transaction between the Company and any of its Restricted Subsidiaries or between Restricted Subsidiaries of the Company;

(2)           the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company;

(3)           any Restricted Payments and any contracts relating thereto of a type described in one of paragraphs (i), (ii) or (iii) of Section 4.06(a) if permitted by said Section 4.06(a), and any Permitted Investment; provided that any such Permitted Investment described in clauses (3), (4), (5), (7), (8), (9), (12) or (14) of the definition of Permitted Investments is made upon fair and reasonable terms that are no less favorable to the Company or the Restricted Subsidiary than could reasonably be obtained in a comparable arm’s length transaction;

(4)           transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business, and loans and advances to employees or consultants and Guarantees that constitute Permitted Investments pursuant to clause (11) of the definition of that term;

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(5)           transactions entered into as part of a Permitted Receivables Financing;

(6)           transactions pursuant to any contract or agreement in effect on the Issue Date, as any such contract or agreement may be amended, modified or replaced (including successive replacements) from time to time, so long as the amended, modified or new contract or agreement, taken as a whole, is no less favorable to the Company and its Restricted Subsidiaries than the contract or agreement being amended, modified or replaced, as in effect on the Issue Date;

(7)           transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with this Indenture, which are fair to the Company or its Restricted Subsidiaries, or are on terms, taken as a whole, at least as favorable as could reasonably have been obtained in a comparable arm’s length transaction; or

(8)           Performance guarantees (including under engineering, procurement or construction contracts or otherwise) entered into in the ordinary course of business with respect to Unrestricted Subsidiaries and Joint Ventures.

Section 4.13.  Additional Note Guarantees and Collateral After the Issue Date

(a)           If any Domestic Subsidiary (other than a Subsidiary that is designated an Unrestricted Subsidiary) is formed or acquired or any Subsidiary becomes a Domestic Subsidiary (other than a Subsidiary that is designated an Unrestricted Subsidiary), in each case after the Issue Date, the Company will as promptly as practicable (but in no event later than 10 Business Days after such formation or acquisition) cause the Subsidiary to deliver a Note Guarantee by executing a supplemental indenture in the form of Exhibit C to this Indenture and to pledge its assets as required by the Collateral Documents and this Indenture; provided that no Non-Wholly Owned Subsidiary shall be required to execute a Note Guarantee or pledge its assets to the extent it is prevented from doing so under the terms of its organizational documents.

(b)           If the Company or any Guarantor shall acquire after the Issue Date any real or personal property that is required to become Collateral under the terms of the Collateral Documents, the Company or such Guarantor shall, as promptly as practicable (but in no event later than 10 Business Days after such acquisition, in the case of domestic Collateral, or 60 days after such acquisition, in the case of foreign Collateral, and in any event no later than the date on which the actions described in clauses (i) and (ii) of this paragraph are completed to secure any Credit Facility) (i) execute and deliver such mortgages, pledge agreements, other security instruments and financing statements as shall be necessary to cause such property to become Collateral subject to the Lien of the Collateral Documents for the benefit of the Noteholders, subject to Permitted Liens and other exceptions applicable to the Collateral on the Issue Date and (ii) cause to be delivered one or more Opinions of Counsel substantially to the effect of the matters referred to in clause (i), provided that the foregoing shall not apply as to any property having a fair market value of less than $1,000,000.

(c)           Notwithstanding clauses (a) and (b) above, after the Issue Date, (i) if any Restricted Subsidiary, other than an Excepted Non-Guarantor Subsidiary, concurrently provides

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a guarantee under the Credit Agreement or any Credit Facility permitted under Section 4.05(b)(1) such Restricted Subsidiary shall be required to execute a Note Guarantee or (ii) if the Company or any of its Restricted Subsidiaries grants a Lien upon any of its property or assets to secure any Credit Facility permitted under Section 4.05(b)(1) the respective grantor shall concurrently grant a Lien equivalent in scope as collateral security for the Notes.

(d)           No Excepted Non-Guarantor Subsidiary:

(1)           may Incur any Debt (other than refinancing of Debt outstanding on March 26, 2004) except intercompany Debt as permitted below in Section 4.13(e);

(2)           may engage in any line of business other than that in which it was engaged on March 26, 2004; or

(3)           sell any of its assets (other than to the Company or any Guarantor), or acquire any assets from any other Person, other than in the ordinary course of its business,

unless and until such Excepted Non-Guarantor Subsidiary executes a Note Guarantee, after which time it will no longer be considered an Excepted Non-Guarantor Subsidiary. In addition, neither the Company nor any of its Restricted Subsidiaries shall make any Investment (including in the form of loans) in Excepted Non-Guarantor Subsidiaries after March 26, 2004 other than Investments that, in the aggregate as to all Excepted Non-Guarantor Subsidiaries, do not exceed $2,000,000.

(e)           After the Issue Date, Foster Wheeler Europe Limited shall (i) continue to hold 100% of the Capital Stock of Foster Wheeler Limited (England) and Foster Wheeler Continental Europe S.r.l.; provided that Foster Wheeler Continental Europe S.r.l. shall be permitted to merge into one of its Subsidiaries so long as following such merger, Foster Wheeler Europe Limited directly holds 100% of the surviving entity and (ii) not Incur any additional Debt (other than intercompany Debt owed to either of the Subsidiaries listed in clause (i) of this paragraph) or Liens, make any Investments, transfer any assets (other than to the Company or any Guarantor) or otherwise engage in any activity other than (A) the ownership of the two Subsidiaries listed in clause (i) of this paragraph, or (B) the ownership of Capital Stock of any other Subsidiaries distributed to it by its Subsidiaries.

(f)            In the event that the Excepted Non-Guarantor Subsidiaries do not execute all Note Guarantees and pledge their assets in accordance with the Collateral Documents to secure their Note Guarantees within 90 days of the Issue Date, the interest rate on the Notes shall increase          % per annum, commencing on the 91^st day following the Issue Date through and until the date on which all such Note Guarantees have been executed and pledges documented in accordance with the Collateral Documents, after which the interest rate shall decrease         %.

Section 4.14.  Designation of Restricted and Unrestricted Subsidiaries

(a)           By resolution of the board of directors of the Company, the Company may designate any Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications and the designation would not cause a Default:

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(1)           (A) The Subsidiary does not own any Disqualified Stock or Debt of the Company or Disqualified, Debt or Preferred Stock of a Restricted Subsidiary or hold any Lien on any property of, the Company or any Restricted Subsidiary, if such Disqualified or Preferred Stock or Debt could not be Incurred under Section 4.05 or such Lien would violate Section 4.07; and

(B)           the Subsidiary does not own any Voting Stock of a Restricted Subsidiary, and all of its Subsidiaries are Unrestricted Subsidiaries.

(2)           At the time of the designation, the Company would be permitted to make a Restricted Payment under Section 4.06 in an amount equal to the Fair Market Value of the Investment in such Subsidiary.

(3)           Such Subsidiary has no Debt outstanding other than Non-Recourse Debt.

(4)           The Subsidiary is not party to any ongoing transaction or arrangement with the Company or any Restricted Subsidiary that would not be permitted under Section 4.12.

Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to paragraph (b) of this Section 4.14.

(b)           (1)           A Subsidiary previously designated an Unrestricted Subsidiary which fails at any time to meet the qualifications set forth in Section 4.14(a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in Section 4.14(d).

(2)           The Board of Directors of the Company may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default or Event of Default.

(c)           Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary:

(1)           all existing Investments of the Company and the Restricted Subsidiaries therein (valued at the Company’s proportional share of the Fair Market Value of its assets less liabilities) will be deemed made at that time;

(2)           all existing Capital Stock or Debt of the Company or a Restricted Subsidiary held by such Unrestricted Subsidiary will be deemed Incurred at that time, and all Liens on property of the Company or a Restricted Subsidiary held by such Unrestricted Subsidiary will be deemed Incurred at that time;

(3)           all existing transactions between such Unrestricted Subsidiary and the Company or any Restricted Subsidiary will be deemed entered into at that time;

(4)           such Unrestricted Subsidiary will be released at that time from its Note Guarantee, if any; and

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(5)           such Unrestricted Subsidiary will cease to be subject to the provisions of this Indenture as a Restricted Subsidiary.

(d)           Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary:

(1)           all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.05, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.11;

(2)           Investments therein previously charged under the Section 4.06 will be credited thereunder;

(3)           it may be required to issue a Note Guarantee pursuant to Section 4.13; and

(4)           it will become subject to the provisions of this Indenture as a Restricted Subsidiary.

(e)           Any designation by the Board of Directors of the Company of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and an Officers’ Certificate certifying that the designation complied with the foregoing provisions.

Section 4.15.  Financial Reports

(a)           Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company must provide the Trustee and Holders of the Notes within the time periods specified in those sections with:

(1)           all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual information only, a report thereon by the Company’s certified independent accountants, provided that the Company shall not be required to provide separate audited financials of the Guarantors under this or any other provision of this Indenture, provided that, for so long as the Company is a consolidated subsidiary of Parent, Foster Wheeler may satisfy this obligation by delivering such information with respect to Parent; and

(2)           all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports, provided that, for so long as the Company is a consolidated subsidiary of Parent, the Company may satisfy this obligation by delivering all such current reports of Parent.

(b)           In addition, whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in Sections 4.15(a)(1) and (2) (and subject to the provisos contained in such clauses) with the Commission (to the extent permitted by the Commission) within the applicable time periods had such information been required to be filed.

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the Company will make such information available to the Trustee and the holders of the Notes within such time periods.

(c)           If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then it shall deliver to the Trustee, on or before the 10th Business Day following each of the dates on which quarterly or annual financial information is required to be filed with the Commission under Section 4.15(a)(1), a certificate setting forth a balance sheet and a statement of operations and comprehensive loss of the Company and its Restricted Subsidiaries separate from the Unrestricted Subsidiaries for the same periods covered by the reports required to be filed under Section 4.15(a)(1).

Section 4.16.  Reports to Trustee

The Company will deliver to the Trustee:

(1)           within 90 days after the end of each fiscal year a certificate stating that the Company has fulfilled in all material respects its obligations under this Indenture or, if there has been a Default during such fiscal year, specifying the Default and its nature and status; and

(2)           as soon as possible and in any event within 30 days after responsible officers of the Company become aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action which the Company proposes to take with respect thereto.

Section 4.17.  Impairment of Security Interest; Security Document Covenants.  The Company and the Parent Guarantors will not, and will not permit any of its Subsidiary Guarantors to, take any action, or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Noteholders.  Any release of Collateral in accordance with the provisions of this Indenture and the Collateral Documents will not be deemed to impair the security under this Indenture.

ARTICLE 5
CONSOLIDATION, MERGER OF SALE OF ASSETS

Section 5.01.  Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets.

(a)           The Company will not, in a single transaction or a series of related transactions:

(i)            consolidate, amalgamate with or merge with or into any Person or group of Affiliated Persons,

(ii)           sell, assign, convey, transfer, or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person or group of Affiliated Persons, or permit any of its Restricted Subsidiaries to enter into any such transaction or related transactions if such transaction or transactions, in the aggregate, would result in the sale, assignment,

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conveyance, transfer or disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, to any Person or group of Affiliated Persons, or

(iii)          permit any Person to merge with or into the Company, unless:

(1)           either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation or limited liability company organized and validly existing under the laws of the United States of America, any State of the United States of America or the District of Columbia or Bermuda and expressly assumes by supplemental indenture all of the obligations of the Company under this Indenture, the Notes and the Collateral Documents;

(2)           immediately before and immediately after giving pro forma effect to the transaction or series of transactions, no Default or Event of Default has occurred and is continuing;

(3)           immediately after giving effect to the transaction on a pro forma basis, (a) the Company or the resulting surviving Person or transferee on a consolidated basis has a Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company on a consolidated basis immediately prior to such transaction and (b) the Company or the resulting surviving or transferee Person could Incur at least $1.00 of Debt under Section 4.05(a); and

(4)           the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with this Indenture;

provided, that Sections 5.01(2) through (4) do not apply (i) to the consolidation or merger of the Company with or into a Restricted Subsidiary or the consolidation or merger of a Restricted Subsidiary with or into the Company or (ii) if, in the good faith determination of the board of directors of the Company, whose determination is evidenced by a Board Resolution, the purpose of the transaction is to change the jurisdiction of incorporation of the Company.

(b)           Neither the Company nor any Restricted Subsidiary shall lease all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole, whether in one transaction or a series of related transactions, to one or more other Persons.

(c)           Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the Registration Rights Agreement and the Notes with the same effect as if such successor Person had been named as the Company in such documents. Upon such substitution, and except in the case of a sale, conveyance, transfer or disposition of less than all its assets to one or more Persons, the Company will be released from its obligations under this Indenture, Collateral Documents, the Registration Rights Agreement, and the Notes.

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Section 5.02.  Merger by Subsidiary Guarantors.

No Subsidiary Guarantor may merge with or into any Person unless:

(x)            the merger constitutes a sale or other disposition (including by way of merger or consolidation) of the Guarantor and is made in accordance with Section 4.11, or

(y)           either (i) such Guarantor is the continuing Person or (ii) (A) the resulting or surviving Person is organized and validly existing under the laws of the United States of America, any state of the United States of America or the District of Columbia, Bermuda or the jurisdiction of organization of such Guarantor prior to the merger and expressly assumes by supplemental indenture all of the obligations of such Guarantor under this Indenture, the Note Guarantee and the Collateral Documents; and (B) the Guarantor delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation or merger and the supplemental indenture comply with this Indenture; provided that no such certificate or opinion shall be required for a consolidation or merger of a Guarantor with or into another Guarantor).

ARTICLE 6
DEFAULT AND REMEDIES

Section 6.01.  Events of Default.  An “Event of Default” occurs if

(1)           the Company defaults in the payment of the principal of or premium, if any, on any Note when the same becomes due and payable at its Stated Maturity, upon acceleration or redemption, or otherwise;

(2)           the Company defaults in the payment of interest on any Note when the same becomes due and payable, and the default continues for a period of 30 days;

(3)           the Company fails to make an Offer to Purchase and thereafter accept and pay for Notes tendered when and as required pursuant to Sections 4.10 or 4.11, or the Company fails to comply with the provisions of Section 5.01;

(4)           the Company or any of its Restricted Subsidiaries defaults in the performance of or breaches any other covenant or agreement in this Indenture or under the Notes or the Collateral Documents, and the default or breach continues for a period of 60 consecutive days after delivery of written notice to the Company by the Trustee or to the Company and the Trustee by the holders of 25% or more in aggregate principal amount of the Notes;

(5)           there occurs with respect to any Debt of the Company or any of its Significant Restricted Subsidiaries having an outstanding principal amount of $15,000,000 or more in the aggregate for all such Debt of all such Persons (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or (ii) failure to make a principal payment when due and such defaulted payment is not made, waived or extended within the applicable grace period;

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(6)           one or more final judgments or orders of any court or courts for the payment of money are rendered against the Company or any of its Significant Restricted Subsidiaries and are not paid or discharged, settled or fully bonded and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $15,000,000 (in excess of amounts which the Company’s insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

(7)           an involuntary case or other proceeding is commenced against the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary under the U.S. federal bankruptcy laws as now or hereafter in effect;

(8)           the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, or for all or substantially all of the property and assets of the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary or (iii) effects any general assignment for the benefit of creditors;

(9)           any Note Guarantee ceases to be in full force and effect, other than in accordance with the terms of this Indenture or a Guarantor denies or disaffirms its obligations under its Note Guarantee; or

(10)         with respect to any Collateral having an aggregate fair market value of $15,000,000 or more, (A) the security interest under the Collateral Documents, at any time, ceases to be in full force and effect or is unenforceable for any reason other than in accordance with the terms of this Indenture or the Collateral Documents and other than in satisfaction in full of the obligations under this Indenture and discharge of this Indenture, and such ineffectiveness continues for a period of 30 consecutive days after delivery of written notice to the Company by the Trustee or to the Company and the Trustee by the holders of 25% or more in aggregate principal amount of the Notes, or (B) the Company

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or any Restricted Subsidiary asserts in writing that any such security interest is invalid or unenforceable.

Section 6.02.  Consequences of an Event of Default.

(a)           If an Event of Default, other than a bankruptcy default described in Sections 6.01(7) or (8) with respect to the Company, Parent, any Significant Restricted Subsidiary or group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and interest will become immediately due and payable. If a bankruptcy default described in Sections 6.01(7) or (8) occurs with respect to the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary, the principal premium, if any, of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

(b)           The Holders of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all existing and past Defaults and Events of Default and rescind and annul a declaration of acceleration and its consequences if

(1)           all existing Defaults and Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes other than any such Defaults or Events of Default that have become due solely by the declaration of acceleration, have been cured or waived, and

(2)           the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Section 6.03.  Other Remedies.  If an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as Trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.  The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of a Note 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.  All remedies are cumulative to the extent permitted by law.

Section 6.04.  Waiver of Past Defaults.  Except as otherwise provided in Sections 6.02, 6.07, and 9.02 the Holders of a majority in principal amount of the outstanding Notes may, by notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have

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been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05.  Control by Majority.  The Holders of a majority in principal amount of the outstanding Notes may 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. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

Section 6.06.  Limitation on Suits.  A Holder may not institute any proceeding, judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture or the Notes, unless:

(1)           the Holder has previously given to the Trustee written notice of a continuing Event of Default;

(2)           Holders of at least 25% in aggregate principal amount of outstanding Notes have made written request to the Trustee to institute proceedings in respect of the Event of Default in its own name as Trustee under this Indenture;

(3)           such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be Incurred in compliance with such request;

(4)           the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5)           during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction that is inconsistent with such written request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07.  Rights of Holders to Receive Payment.  Notwithstanding anything to the contrary, the right of a Holder of a Note to receive payment of principal of, premium, if any, or interest on its Note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such dates, may not be impaired or affected without the consent of that Holder.

Section 6.08.  Collection Suit by Trustee.  If an Event of Default in payment of principal or interest specified in clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust for the whole amount of principal and accrued interest remaining unpaid, together with interest on overdue principal and overdue installments of interest, in each case at the rate specified in the Notes, and such further amount as is sufficient to cover the costs and expenses of collection, including the reasonable

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compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee hereunder.

Section 6.09.  Trustee May File Proofs of Claim.  The Trustee may file 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 the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders allowed in any judicial proceedings relating to the Company or any Guarantor or their respective creditors or property, and is entitled and empowered to collect, receive and distribute any money, securities or other property payable or deliverable upon conversion or exchange of the Notes or upon any such claims.  Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee hereunder.  Nothing in this Indenture will be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes 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.

Section 6.10.  Priorities.  If the Trustee collects any money or property pursuant to this Article VI, or the Trustee or the Notes Collateral Agent collects any amounts pursuant to any Collateral Document, then, subject to the Intercreditor Agreement with respect to proceeds of any Collateral at any time received or held by the Trustee or the Notes Collateral Agent, such amounts shall be paid in the following order:

First:  to the Trustee, its agents and attorneys for amounts due and payable under Section 7.07, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:  to pay the principal of, and interest and premium, if any, on the Notes, in each case ratably, without preference or priority of any kind; and

Third:  to the Obligors or to such party as a court of competent jurisdiction shall direct.

The Trustee, upon written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section.

Section 6.11.  Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted a proceeding to enforce any right or remedy under this Indenture and the proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to the Holder, then, subject to any determination in the proceeding, the Company, any Guarantors, the Trustee and the Holders will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, any

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Guarantors, the Trustee and the Holders will continue as though no such proceeding had been instituted.

Section 6.12.  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 not in its individual capacity but solely as Trustee, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys fees and expenses, against any party litigant (other than the Trustee) in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.12 does not apply to a suit by a Holder to enforce payment of principal of or interest on any Note on the respective due dates, or a suit by Holders of more than 10% in principal amount of the outstanding Notes.

Section 6.13.  Rights and Remedies Cumulative.  No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other appropriate right or remedy.

ARTICLE 7
THE TRUSTEE

Section 7.01.  General  (a) The duties and responsibilities of the Trustee are as provided by the TIA and as set forth herein.  Whether or not expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to this Article 7.

(b)           Except during the continuance of an Event of Default, the Trustee and Notes Collateral Agent need perform only those duties that are specifically set forth in this Indenture or the Collateral Documents and no others, and no implied covenants or obligations will be read into this Indenture or the Collateral Documents against the Trustee and Notes Collateral Agent.  In case an Event of Default has occurred and is continuing, the Trustee or Notes Collateral Agent shall exercise those rights and powers vested in it by this Indenture or the Collateral Documents, 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 gross negligent action, its own negligent failure to act or its own willful misconduct.

Section 7.02.  Certain Rights of Trustee.  Subject to Trust Indenture Act Sections 315(a) through (d):

(1)           The Trustee may conclusively rely, and will be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of

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indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).  The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit.

(2)           Before the Trustee acts or refrains from acting on a request or direction from the Company, it may require an Officers’ Certificate or an Opinion of Counsel conforming to Section 12.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion.

(3)           The Trustee may act through its attorneys and agents and will not be responsible for the willful misconduct or negligence of any agent appointed with due care.

(4)           Notwithstanding any other provision of this Indenture, the Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(5)           The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 6.05 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.

(6)           The Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(7)           No provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.

(8)           The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(9)           In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to,

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loss of profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(10)         The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office, and such notice references the Notes and this Indenture.

(11)         The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including, for the avoidance of doubt, its capacity as Notes Collateral Agent, if applicable), and each agent, custodian and other Person employed to act hereunder.

(12)         The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any Person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.

Section 7.03.  Trustee May Hold Notes.  The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee.  Any Agent may do the same with like rights.  However, the Trustee is subject to TIA Sections 310(b) and 311.  For purposes of TIA Section 311(b)(4) and (6):

(a)           “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and

(b)           “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

Section 7.04.  Trustee’s Disclaimer.  The Trustee (i) makes no representation as to the validity or adequacy of this Indenture, the Notes or the Collateral Documents, (ii) is not accountable for the Company’s use or application of the proceeds from the Notes and (iii) is not responsible for any statement in a Note other than its certificate of authentication.

Section 7.05.  Notice of Default.  If any Default occurs and is continuing and is known to the Trustee, the Trustee will send notice of the Default to each Holder within 60 days after obtaining knowledge thereof, unless the Default has been cured or waived; provided that, except

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in the case of a default in the payment of the principal of or interest on any Note, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the interest of the Holders.  Notice to Holders under this Section 7.05 will be given in the manner and to the extent provided in the TIA Section 313(c).

Section 7.06.  Reports by Trustee to Holders.  Within 60 days after each [         ], beginning with [            ], the Trustee will mail to each Holder, as provided in TIA Section 313(c), a brief report dated as of such [               ], if required by TIA Section 313(a), and file such reports with each stock exchange upon which the Notes are listed and with the Commission as required by TIA Section 313(d).  The Trustee shall also comply with Section 313(b) of the TIA.

Section 7.07.  Compensation and Indemnity.  (a)  The Company will pay the Trustee compensation as agreed upon in writing for its services.  The compensation of the Trustee is not limited by any law on compensation of a Trustee of an express trust.  The Company will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, whether hereunder, under the Notes or under the Collateral Documents, including:

(i)            the reasonable compensation and expenses of the Trustee’s agents and counsel, except for any such expense, disbursement or advances as may be attributable to its negligence or bad faith;

(ii)           the amount of any taxes that the Trustee or the Notes Collateral Agent may have been required to pay by reason of the Liens granted pursuant to the Collateral Documents or to free any Collateral from any Lien thereon; and

(iii)          transfer taxes and fees and expenses of counsel and other experts that the Trustee or the Notes Collateral Agent may reasonably incur in connection with (x) the administration or enforcement of the Collateral Documents, including such expenses as are incurred to preserve the value of the Collateral or any validity, perfection, rank or value of any Lien granted pursuant to the Collateral Documents, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Trustee or the Notes Collateral Agent of any of its rights or powers under the Collateral Documents.

(b)           The Company and the Guarantors, jointly and severally, will indemnify the Trustee for, and hold it harmless against, any loss or liability or expense incurred by it without negligence or bad faith on its part arising out of or in connection with the acceptance or administration of this Indenture and the Collateral Documents and its duties under this Indenture, the Notes and the Collateral Documents, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under this Indenture, the Notes and the Collateral Documents.

(c)           To secure the Company’s payment obligations in this Section 7.07, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, not

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in its individual capacity but solely as Trustee, except money or property held in trust to pay principal of, and interest on particular Notes.

Section 7.08.  Replacement of Trustee.  (a) (1) The Trustee may resign at any time by written notice to the Company.

(2)           The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by written notice to the Trustee and the Company.

(3)           If the Trustee is no longer eligible under Section 7.10 or in the circumstances described in TIA Section 310(b), any Holder that satisfies the requirements of TIA Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(4)           The Company may remove the Trustee if: (i) the Trustee is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.

A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b)           If the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee.  If the successor Trustee does not deliver its written acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

(c)           Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company, (i) the retiring Trustee will transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture.  Upon request of any successor Trustee, the Company will execute any and all instruments for fully and vesting in and confirming to the successor Trustee all such rights, powers and trusts.  The Company will give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders, and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office.

(d)           Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 will continue for the benefit of the retiring Trustee.

(e)           The Trustee agrees to give the notices provided for in, and otherwise comply with, TIA Section 310(b).

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Section 7.09.  Successor Trustee by Merger.  If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act will be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee in this Indenture, provided, however, that in the case of a corporation succeeding to all or substantially all the corporate trust business of the Trustee, such successor corporation shall expressly assume all of the Trustee’s liabilities hereunder.  In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

Section 7.10.  Eligibility.  This Indenture must always have a Trustee that satisfies the requirements of TIA Section 310(a) and has a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition.

Section 7.11.  Money Held in Trust.  The Trustee will not be liable for interest on any money received by it except as it may agree with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8.

Section 7.12.  Appointment of Co-Trustee.  (a)  Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, the Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, such title to the Collateral, or any part hereof, and subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable.  No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.08 and no notice to Holders of the appointment of any co-trustee or separate trustee shall be required under that section.

(b)           Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(1)           all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

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(2)           no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(3)           the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c)           Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Section 7.12.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee.  Every such instrument shall be filed with the Trustee.

(d)           Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE 8
DEFEASANCE AND DISCHARGE

Section 8.01.  Discharge of Company’s Obligations.  (a) Subject to Section 8.01(b), the Company’s obligations under the Notes and this Indenture, and each Guarantor’s obligations under its Note Guarantee, will terminate if:

(1)           all Notes previously authenticated and delivered (other than (i) destroyed, lost or stolen Notes that have been replaced or (ii) Notes that are paid pursuant to Section 4.01 or (iii) Notes for whose payment money or U.S. Government Obligations have been held in trust and then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or

(2)           (A)          the Notes mature within one year, or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption,

(B)           the Company irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the Holders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking or appraisal firm, expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment, to pay principal of, premium, if any, and interest on

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the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder,

(C)           no Default has occurred and is continuing on the date of the deposit pursuant to (B) above,

(D)          the deposit will 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, and

(E)           the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with; provided that, such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact.

(b)           After satisfying the conditions in clause (a)(1), only the Company’s obligations under Section 7.07 will survive.  After satisfying the conditions in clause (a)(2), only the Company’s obligations in Sections 2.02, 2.03, 2.04, 2.06, 2.08, 2.09, 2.10, 4.01, 4.02, 4.03, [5.01(c),] 7.07, 7.08, 8.05 and 8.06 will survive.  In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture other than the surviving obligations.

Section 8.02.  Legal Defeasance.  Following the deposit referred to in clause (1) below, the Company will be deemed to have paid and will be discharged from its obligations in respect of the Notes and this Indenture, other than its obligations in Sections 2.02, 2.03, 2.04, 2.06, 2.08, 2.09, 2.10, 4.01, 4.02, 4.03, [5.01(c),] 7.07, 7.08, 8.05 and 8.06 and each Guarantor’s obligations under its Note Guarantee will terminate, provided the following conditions have been satisfied:

(1)           The Company has irrevocably deposited in trust with the Trustee, as trust funds solely for the benefit of the Holders, money or U.S. Government Obligations, or a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment banking or appraisal firm, expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment, to pay principal of, premium, if any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, provided that any redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee.

(2)           No Default has occurred and is continuing on the date of the deposit.

(3)           The deposit and such defeasance will 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.

(4)           The Company has delivered to the Trustee

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(A)          either (x) a ruling received from the Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case had such defeasance not occurred and/or (y) an Opinion of Counsel, based on a change in law after the date of this Indenture, to the same effect as the ruling described in clause (x), and

(B)           an Opinion of Counsel to the effect that (i) the creation of the defeasance trust does not violate the Investment Company Act of 1940 and (ii) the Holders have a valid first priority Note interest in the trust funds (subject to customary exceptions).

(5)           The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance have been complied with; provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact.

(6)           The Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit referred to in clause (1) was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company.

The Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture except for the surviving obligations specified above.

Section 8.03.  Covenant Defeasance.  The Company’s obligations set forth in Section 4.04 through 4.17, inclusive, and Article 5, [other than 5.01(c),] and each Guarantor’s obligations under its Note Guarantee, will terminate, and clauses (3), (4), (5), (6), (9) and (10) of Section 6.01 will no longer constitute Events of Default, provided the following conditions have been satisfied:

(1)           The Company has complied with clauses (1), (2), (3), 4(B), (5) and (6) of Section 8.02; and

(2)           the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case.

Except as specifically stated above, none of the Company’s obligations under this Indenture will be discharged.

Section 8.04.  Application of Trust Money.  Subject to Section 8.05, the Trustee will hold in trust the money or U.S. Government Obligations deposited with it pursuant to Sections 8.01, 8.02 or 8.03, and apply the deposited money and the proceeds from deposited U.S. Government

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Obligations to the payment (either directly or through any Paying Agent, other than the Company or any Affiliate of the Company) the Holders of such Notes of principal of premium, if any, all other sums payable and interest on the Notes in accordance with the Notes and this Indenture.  Such money and U.S. Government Obligations 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 cash or non-callable U.S. Government Obligations deposited pursuant to Sections 8.01, 8.02 or 8.03 hereof or the principal and interest 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 Notes.

Section 8.05.  Repayment to Company.  Subject to Sections 7.07, 8.01, 8.02 and 8.03, the Trustee will promptly pay to the Company upon request any excess money held by the Trustee at any time and thereupon be relieved from all liability with respect to such money.  The Trustee will pay to the Company upon request any money held for payment with respect to the Notes that remains unclaimed for two years after it has become due and payable;  provided, however, that the Trustee, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), 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 notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.  After payment to the Company, Holders entitled to such money must look solely to the Company for payment, unless applicable law designates another Person, and all liability of the Trustee with respect to such money will cease.

Section 8.06.  Reinstatement.  If and for so long as the Trustee is unable to apply any money or U.S. Government Obligations held in trust pursuant to Section 8.01, 8.02 or 8.03 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 the Notes will be reinstated as though no such deposit in trust had been made.  If the Company makes any payment of principal of or interest on any Notes because of the reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held in trust.

ARTICLE 9
AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01.  Amendments Without Consent of Holders.  The Company and the Trustee may amend or supplement this Indenture, the Notes and the Collateral Documents, without notice to or the consent of any Noteholder:

(1)           to cure any ambiguity, defect or inconsistency;

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(2)           provide for the assumption of the Company’s obligation in the case of a transaction subject to the provisions of Section 5.01;

(3)           to comply with any requirements for qualification of this Indenture under the TIA;

(4)           to evidence and provide for the acceptance of an appointment by a successor Trustee;

(5)           to provide for uncertificated Notes in addition to or in place of Certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;

(6)           to provide for any Guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by this Indenture;

(7)           to add additional covenants of the Company or its Subsidiaries, to surrender rights conferred upon the Company or its subsidiaries, or to confer additional benefits upon the Holders;

(8)           to make any other change that does not materially and adversely affect the rights of any Holder; and

(9)           to enter into additional or supplemental Collateral Documents.

Section 9.02.  Amendments With Consent of Holders.  (a)  Except as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraphs (b) or (c) below, the Company and the Trustee may amend or supplement this Indenture, the Notes and the Collateral Documents, with the written consent of the Holders of a majority in principal amount of the outstanding Notes and the Holders of a majority in principal amount of the outstanding Notes may waive future compliance by the Company and its Restricted Subsidiaries with any provision of this Indenture or the Notes.

(b)           Notwithstanding the provisions of Section 9.01(a), without the consent of each Holder affected, an amendment or waiver may not:

(1)           reduce the principal amount of or change the Stated Maturity of any installment of principal of any Note,

(2)           reduce the rate of or change the Stated Maturity of any interest payment on any Note,

(3)           reduce the amount payable upon the redemption of any Note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at

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which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed,

(4)           after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder,

(5)           make any Note payable in money other than that stated in the Note,

(6)           impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment,

(7)           make any change in the percentage of the principal amount of the Notes required for amendments or waivers,

(8)           modify or change any provision of this Indenture affecting the ranking of the Notes or any Note Guarantee in a manner material and adverse to the Holders of the Notes,

(9)           except as otherwise provided in Section 9.02(c), make any change to provisions of the Collateral Documents that would effect a release (other than releases effected in accordance with the terms in effect on the Issue Date of this Indenture and Collateral Documents) of all or any substantial part of the Collateral or

(10)         make any change in any Note Guarantee that would materially and adversely affect the Noteholders or effect a release of all or any substantial portion of the Note Guarantees (in either case, other than releases effected in accordance with the existing terms of this Indenture).

(c)           Notwithstanding the provisions of Section 9.02(a), without the consent of the holders of 66²/₃% in principal amount of the outstanding Notes, an amendment or waiver may not effect a release (other than releases effected in accordance with the existing terms of this Indenture and Collateral Documents) of any Collateral.

(d)           It is not necessary for Holders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

(e)           An amendment, supplement or waiver under this Section 9.02 will become effective on receipt by the Trustee of written consents from the Holders of the affected series of the requisite percentage in principal amount of the outstanding Notes of that series.  After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders affected thereby a written notice briefly describing the amendment, supplement or waiver.  The Company will promptly send supplemental indentures to affected Holders upon request.  Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplemental indenture or waiver.

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Section 9.03.  Effect of Consent.  (a)  After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it is of the type requiring the consent of each Holder affected pursuant to the provisions of this Indenture.  If the amendment, supplement or waiver is of the type requiring the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it and every subsequent Holder of a Note that evidences the same debt as the Note of the consenting Holder.

(b)           If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of the changed terms on the Note and return it to the Holder, or exchange it for a new Note that reflects the changed terms.  The Trustee may also place an appropriate notation on any Note thereafter authenticated.  However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Notes in this fashion.

Section 9.04.  Trustee’s Rights and Obligations.  The Trustee is entitled to receive (and shall receive upon request), and will be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture.  If the Trustee has received such an Opinion of Counsel, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Trustee.  The Trustee may, but is not obligated to, execute any amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture.

Section 9.05.  Conformity With Trust Indenture Act.  Every supplemental indenture executed pursuant to this Article 9 shall conform to the applicable requirements of the TIA.

ARTICLE 10
COLLATERAL ARRANGEMENTS

Section 10.01.  Collateral Documents.  (a)  The due and punctual payment of inter alia the principal, interest and premium, if any, and any other amounts due on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Notes and performance of all other Secured Obligations of the Company and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents.  The Trustee and the Company hereby acknowledge and agree that the Trustee or the Notes Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of (i) the Trustee and the Holders, in each case pursuant to the terms of the Collateral Documents, and (ii) if so required to give effect to any provisions of the Intercreditor Agreement, the Collateral Agent under the Credit Agreement and the other Lender Parties thereto. Each Holder, by accepting a Note (or a beneficial interest therein), consents and agrees to the terms of the Collateral Documents (including the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Trustee and the Notes Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not then

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the Notes Collateral Agent) copies of all documents delivered to the Notes Collateral Agent pursuant to the Collateral Documents and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 10.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Collateral Documents to create and maintain (to the extent contemplated hereunder or thereunder), as security for the Secured Obligations of the Company and the Guarantors, a valid and enforceable perfected Lien and security interest (subject to Permitted Senior Liens) in and on all the Collateral, in favor of the Trustee or the Notes Collateral Agent for the benefit of the Holders; it being understood that the Trustee and Notes Collateral Agent shall have no duty with respect to such actions.

(b)           The Trustee hereby appoints the Notes Collateral Agent as its agent under the Collateral Documents, and the Notes Collateral Agent is hereby authorized to act on behalf of the Trustee, with full authority and powers of the Trustee hereunder, solely with respect to its role as Notes Collateral Agent.

Section 10.02.  Recordings and Opinions.  (a)  Promptly following the Issue Date, the Company shall furnish to the Trustee an Opinion of Counsel to the effect that (i) in the opinion of such counsel, such action has been taken with respect to the recording, registering and filing of or with respect to this Indenture and the Collateral Documents and all other instruments of further assurance as is necessary to make effective the Lien of the Collateral Documents in the Collateral and referencing the details of such action; or (ii) in the opinion of such counsel, no such action is necessary to make such Lien effective provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact.

(b)           The Company shall furnish to the Trustee on or before [                     ] in each year beginning with [          ], 2005, an Opinion of Counsel dated as of such date, either:  (i) to the effect that, in the opinion of such counsel, such action has been taken with respect to the recordings, registerings, filings, re-recordings, re-registerings and re-filings of or with respect to this Indenture and the Collateral Documents as is necessary to maintain and perfect the Lien under this Indenture or any the Collateral Documents in the Collateral and reciting the details of such action or referencing to prior Opinions of Counsel in which such details are given; or (ii) to the effect that, in the opinion of such counsel, no such action is necessary to maintain and perfect such Lien under this Indenture and the Collateral Documents.

(c)           All Opinions of Counsel delivered pursuant to this Section 10.02 shall be in form and substance satisfactory to the Trustee and may contain assumptions, qualifications, exceptions and limitations as are appropriate and customary for similar opinions relating to the nature of the Collateral.

(d)           The Company shall otherwise comply with the provisions of TIA 314(b).

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Section 10.03.  Release of Collateral.  (a)  Subject to subsection (b) of this Section 10.03, Collateral may be released from the Lien created by this Indenture and the Collateral Documents at any time or from time to time in accordance with the provisions of the Collateral Documents and as provided by this Indenture.  Upon the written request of the Company to the Trustee pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder and under the Collateral Documents have been met and that no Event of Default has occurred and is continuing, the Company and the Guarantors will be entitled, without the consent of the Holders, to the release of any Collateral from the Liens securing the Notes and the Subsidiary Guarantees:

(1)           to enable the Company or any Restricted Subsidiary to consummate any sale, conveyance or other disposition of any assets in compliance with Section 4.11 (or in a transaction not subject to Section 4.11) to any Person other than the Company or a Restricted Subsidiary; provided, however, that the Lien of this Indenture and the Collateral Documents will not be released pursuant to this Section 10.03(a) if such sale, conveyance or disposition is made as part of a transaction governed by Section 5.01;

(2)           pursuant to an amendment, waiver or supplement effected in accordance with Article 9.

(b)           Any Officers’ Certificate requesting a release of Collateral under Section 10.03(a) shall (i) describe with particularity the items of property proposed to be covered by the release, (ii) state that such release is in compliance with the terms of this Indenture and the Collateral Documents and (iii) be accompanied by an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that, in the opinion of such counsel, the Company has complied with the requirements of TIA Section 314(d); provided that any such Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact. In the event of any release of any Collateral from Liens securing the Notes pursuant to Section 10.03(a), promptly after the receipt of such Officers’ Certificate and accompanying Opinion of Counsel, the Trustee and the Notes Collateral Agent shall execute and deliver such documents as the Company shall reasonably request to effectuate the release of such Liens and to evidence such release.

(c)           Without limiting the foregoing provisions of this Section 10.03, at any time when a Default has occurred and is continuing and the maturity of Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Notes Collateral Agent, no release of Collateral pursuant to the provisions of the Collateral Documents will be effective as against the Holders, except to the extent provided in the Intercreditor Agreement.

Section 10.04.  Permitted Releases Not To Impair Lien; Trust Indenture Act Requirements.  The release of any Collateral from the terms hereof and of the Collateral Documents or the release of, in whole or in part, the Liens created by the Collateral Documents, will not be deemed to impair the Lien on the Collateral in contravention of the provisions hereof if and to the extent the Collateral or Liens are released pursuant to the applicable Collateral Documents and pursuant to the terms of this Article 10. The Trustee and each of the Holders acknowledge that a release of Collateral or a Lien strictly in accordance with the terms of the Collateral Documents and of this Article 10 will not be deemed for any purpose to be an

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impairment of the Lien on the Collateral in contravention of the terms of this Indenture. To the extent applicable, the Company shall cause Section 314(d) of the TIA (as modified by exemptive relief and no-action positions issued by the Staff of the Commission from time to time, including, without limitation, the positions set forth in Arch Wireless Holdings, Inc. dated May 24, 2002 and Algoma Steel Inc. dated December 23, 2002) relating to the release of property or securities from the Lien hereof and of the Collateral Documents to be complied with. Any certificate or opinion required by Section 314(d) of the TIA may be made by an officer of the Company, except in cases which Section 314(d) of the TIA requires that such certificate or opinion be made by an independent person.

Section 10.05.  Suits To Protect the Collateral.  Subject to the provisions of the Collateral Documents, the Trustee shall have the power (but not the obligation) to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Collateral Documents or this Indenture, and such suits and proceedings as the Trustee, in its sole discretion, may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Lien on the Collateral or be prejudicial to the interests of the Holders or the Trustee).

Section 10.06.  Purchaser Protected.  In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article 10 to be sold be under obligation to ascertain or inquire into the authority of the Company or the applicable Guarantor to make any such sale or other transfer.

Section 10.07.  Powers Exercisable by Receiver or Trustee.  In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 10 upon the Company or a Guarantor with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Company or a Guarantor or of any officer or officers thereof required by the provisions of this Article 10, and any such instrument need not state that no Event of Default has occurred and is continuing; and if the Trustee shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee.

Section 10.08.  Disposition of Obligations Received.  All purchase money and other obligations received by the Trustee or the Notes Collateral Agent under this Article 10 shall be held by the Trustee or the Notes Collateral Agent, as the case may be, and shall be added to the Collateral. Upon payment in cash or Cash Equivalents by or on behalf of the Company to the Trustee or the Notes Collateral Agent of an amount equal to the entire unpaid principal amount of any such obligation, to the extent not constituting Net Cash Proceeds which may be required,

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through the passage of time or otherwise, to be used to redeem or repurchase or to make an Offer to Purchase Notes, the Trustee or the Notes Collateral Agent, as appropriate, shall release and transfer such obligation and any mortgage securing the same upon receipt of any documentation that the Trustee or the Notes Collateral Agent, as appropriate, may reasonably require. If the Notes have been accelerated pursuant to Section 6.02, any such interest or other income not theretofore paid, when collected by the Trustee, shall be applied by the Trustee in accordance with Section 6.10.

Section 10.09.  Determinations Relating to Collateral.  In the event (a) the Trustee shall receive any written request from the Company, a Guarantor or the Notes Collateral Agent under any Collateral Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or a Guarantor’s obligations with respect thereto or (b) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document any material performance or the delivery of any material instrument or (c) the Trustee shall become aware of any material nonperformance by the Company or a Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Guarantor set forth in any Collateral Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.

Section 10.10.  Release upon Termination of the Company’s Obligations.  In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, an Officers’ Certificate certifying that either (1) all the obligations under this Indenture, the Notes and the Collateral Documents have been satisfied and discharged by complying with the provisions of Article 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company’s obligations under the Notes, this Indenture and the Collateral Documents, and all such obligations have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Collateral Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and the Trustee and Notes Collateral Agent shall release the Collateral (other than funds held by the Trustee pursuant to Article 8) from such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents as the Company shall reasonably request to effectuate the release of such Liens.

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Section 10.11.  Notes Collateral Agent’s Duties.  The Notes Collateral Agent, acting in its capacity as such, shall have only such duties with respect to the Collateral as are set forth herein and in the Collateral Documents.

Section 10.12.  Additional Secured Obligations.  If the Company at any time Incurs any Indebtedness secured by a Lien on the Collateral, the Trustee and the Notes Collateral Agent are empowered to enter into such security, collateral, intercreditor and other similar agreements as are necessary to set forth the relative rights and obligations of the Trustee and the Notes Collateral Agent, on the one hand, and the agent or representative for the lenders of such Indebtedness, on the other hand, in the Collateral.

Section 10.13.  Designation of New Indenture Documents.  The Company may, from time to time, by delivering a written notice to the Trustee, designate one or more agreements, instruments or other documents to be “New Indenture Documents”, which notice shall attach an executed copy of the relevant agreement, instrument or document.

ARTICLE 11
GUARANTEES

Section 11.01.  The Guarantees.  Subject to the provisions of this Article 11, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest (including Post Petition Interest) on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under this Indenture.  Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.

Section 11.02.  Guarantee Unconditional.  Subject to the provisions of Section 11.09, the obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:

(1)           any grants of time, extension, renewal, settlement, compromise, indulgence, discharge, waiver or release in respect of any obligation of the Company under this Indenture or any Note, by operation of law or otherwise;

(2)           any modification or amendment of or supplement to this Indenture or any Note;

(3)           any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Note;

(4)           the existence of any claim, set-off or other rights which any Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

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(5)           the taking of Collateral from the Company, any Guarantor or any other Person, and the release, discharge or alteration of, or other dealing with, such security;

(6)           the abstention from taking Collateral from the Company, any Guarantor or any other Person or from perfecting, continuing to keep perfected or taking advantage of any security;

(7)           any loss, diminution of value or lack of enforceability of any security received from the Company, any Guarantor or any other Person, and including any other guarantees received by the Trustee or the Notes Collateral Agent;

(8)           the application by the Holders, the Trustee or the Notes Collateral Agent of all monies at any time and from time to time received from the Company, any Guarantor or any other Person on account of any indebtedness and liabilities owing by the Company or any Guarantor to the Trustee, the Notes Collateral Agent or the Holders, in such manner as the Trustee, the Notes Collateral Agent or the Holders deems best and the changing of such application in whole or in part and at any time or from time to time, or any manner of application of collateral, or proceeds thereof, to all or any of the obligations under this Indenture or any Note;

(9)           the release or discharge of the Company or any Guarantor of the Notes or of any Person liable directly as surety or otherwise by operation of law or otherwise for the Securities, other than an express release in writing given by the Trustee or the Notes Collateral Agent, on behalf of the Holders, of the liability and obligations of any Guarantor hereunder;

(10)         any modification, compromise, settlement or release by the Trustee, or by operation of law or otherwise, of the obligations under this Indenture or the liability of the Company or any other obligor under the Notes, in whole or in part, and any refusal of payment by the Trustee, in whole or in part, from any other obligor or other guarantor in connection with any of the obligations under this Indenture, whether or not with notice to, or further assent by, or any reservation of rights against, each of the Guarantors;

(11)         any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under this Indenture; or

(12)         any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Section 11.03.  Discharge; Reinstatement.  Subject to the provisions of Section 11.09, (i) each Guarantor’s obligations hereunder will remain in full force and effect until the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company under this Indenture have been paid in full and (ii) if at any time any payment of the principal of,

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premium, if any, or interest on any Note or any other amount payable by the Company under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.

Section 11.04.  Waiver by the Guarantors.  Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.

Section 11.05.  Subrogation and Contribution.  Upon making any payment with respect to any obligation of the Company under this Article 11, the Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that the Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.

Section 11.06.  Stay of Acceleration.  If acceleration of the time for payment of any amount payable by the Company under this Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee or the Holders.

Section 11.07.  Limitation on Amount of Guarantee.  Notwithstanding anything to the contrary in this Article 11, each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent conveyance or transfer under applicable fraudulent conveyance or transfer provisions of the United States Bankruptcy Code or any comparable provision of foreign or state law.  To effectuate that intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under its Note Guarantee are limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of applicable law.

Section 11.08.  Execution and Delivery of Guarantee.  The execution by each Guarantor of this Indenture (or a supplemental indenture in the form of Exhibit C) evidences the Note Guarantee of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Note.  The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guarantee set forth in this Indenture on behalf of each Guarantor.

Section 11.09.  Release of Guarantee.  The Note Guarantee of a Guarantor will terminate upon:

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(1)a sale or other disposition (including by way of consolidation, amalgamation or merger) of the Guarantor or the sale or disposition of substantially all the assets of the Guarantor otherwise permitted by this Indenture unless the continuing or surviving entity in any such consolidation, amalgamation or merger, or the entity that acquires such assets, is the Company or a Restricted Subsidiary and the conditions set forth in Section 4.12 apply to such continuing or surviving entity,

(2)the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary,

(3)defeasance or discharge of the Notes, as provided in Article 8, or

(4)the dissolution of the Guarantor.

Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guarantee.

Section 11.10.  No Suspension of Remedies.  Nothing contained in this Article shall limit the right of the Trustee, the Notes Collateral Agent or the Holders of Notes to take any action to accelerate the maturity of the Notes pursuant to the provisions described under Article 6 and as otherwise set forth in this Indenture or to pursue any rights or remedies hereunder or under applicable law.

ARTICLE 12
MISCELLANEOUS

Section 12.01.  Trust Indenture Act of 1939.  This Indenture shall incorporate and be governed by the provisions of the TIA that are required to be part of and to govern indentures qualified under the TIA.

Section 12.02.  Noteholder Communications; Noteholder Actions.  (a)  The rights of Holders to communicate with other Holders with respect to this Indenture or the Notes are as provided by the TIA, and the Company and the Trustee shall comply with the requirements of TIA Sections 312(a) and 312(b).  Neither the Company nor the Trustee will be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the TIA.

(b)(1)Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided by this Indenture to be given or taken by a Holder (an “act”) may be evidenced by an instrument signed by the Holder delivered to the Trustee.  The fact and date of the execution of the instrument, or the authority of the person executing it, may be proved in any manner that the Trustee deems sufficient.

(2)The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.

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(c)Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears on the Note.  Subject to paragraph (d), a Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective.

(d)The Company may, but is not obligated to, fix a record date (which need not be within the time limits otherwise prescribed by TIA Section 316(c)) for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of default, any declaration or acceleration or any other remedies or other consequences of the Event of Default.  If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date.  No act will be valid or effective if such act is taken more than 90 days after the record date, if any, set for that act pursuant to this Section 12.02(d).

Section 12.03.  Notices.  (a)  Any notice or communication to the Company will be deemed given if in writing (i) when delivered in person or (ii) five days after mailing when mailed by first class mail, or (iii) when sent by facsimile transmission, with transmission confirmed.  Notices or communications to a Guarantor will be deemed given if given to the Company.  Any notice to the Trustee will be effective only upon receipt.  In each case the notice or communication should be addressed as follows:

if to the Company or the Guarantors:

Foster Wheeler LLC
c/o Foster Wheeler Inc.
Perryville Corporate Park
Clinton, NJ  08809-4000
Telecopier No.: 908-730-5315
Attention: Steven I. Weinstein

if to the Trustee or the Notes Collateral Agent:

Wells Fargo Bank, National Association
Corporate Trust
Sixth and Marquette
MAC N9303-120
Minneapolis, MN  55479
Telecopier No.: 612-667-9825
Attention: Foster Wheeler Administrator

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

(b)Except as otherwise expressly provided with respect to published notices, any notice or communication to a Holder will be deemed given when mailed to the Holder at its

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address as it appears on the Register by first class mail or, as to any Global Note registered in the name of DTC or its nominee, as agreed by the Company, the Trustee and DTC.  Copies of any notice or communication to a Holder, if given by the Company, will be mailed to the Trustee at the same time.  Defect in mailing a notice or communication to any particular Holder will not affect its sufficiency with respect to other Holders.  If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee at the same time.

(c)Where this Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice.  Waivers of notice by Holders must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers.

Section 12.04.  Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company will furnish to the Trustee such certificates and opinions as may be required under the TIA.  Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an Officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the TIA and any applicable requirements set forth in this Indenture.

Section 12.05.  Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance by the Company with a condition or covenant provided for in this Indenture must include:

(1)a statement that each Person signing the certificate or opinion has read the covenant or condition and the related definitions;

(2)a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in the certificate or opinion is based;

(3)a statement that, in the opinion of each such Person, that Person has made such examination or investigation as is necessary to enable the Person 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 or not, in the opinion of each such Person, such condition or covenant has been complied with, provided that an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact.

Section 12.06.  Payment Date Other Than a Business Day.  If any payment with respect to a payment of any principal of, premium, if any, or interest on any Note (including any payment to be made on any date fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no interest will accrue for the intervening period.

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Section 12.07.  Governing Law.  This Indenture, including any Note Guarantees, and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 12.08.  No Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the Company, and no such indenture or loan or debt agreement may be used to interpret this Indenture.

Section 12.09.  Successors.  All agreements of the Company or any Guarantor in this Indenture and the Notes will bind its successors.  All agreements of the Trustee in this Indenture will bind its successor.

Section 12.10.  Duplicate Originals.  The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

Section 12.11.  Separability.  In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 12.12.  Table of Contents and Headings.  The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and in no way modify or restrict any of the terms and provisions of this Indenture.

Section 12.13.  No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders.  No director, officer, employee, incorporator, member or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or such Guarantor under the Notes, any Note Guarantee or this Indenture or for any claim based on, in respect of, or by reason of, such obligations.  Each Holder of Notes by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for issuance of the Notes.

Section 12.14.  Submission to Jurisdiction.  To the fullest extent permitted by applicable law, each Obligor hereby irrevocably and unconditionally submits to the jurisdiction of any New York State or United States Federal court sitting in New York City over any suit, action or proceeding arising out of or relating to this Indenture or any Note.  Each Obligor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that an Obligor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, such Obligor irrevocably waives, to the fullest extent permitted by applicable law, such immunity in respect of its obligations hereunder or under any Note.  Each Obligor agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon such Obligor and, to the extent permitted by applicable

94

law, may be enforced in any court to the jurisdiction of which such Obligor is subject by a suit upon such judgment or in any manner provided by applicable law; provided that service of process is effected upon such Obligor in the manner specified in the following subsection or as otherwise permitted by applicable law.

Section 12.15.  Appointment of Agent.  As long as any of the Notes remain outstanding, each Obligor will at all times have an authorized agent in the State of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture or any Note. Service of process upon such agent and written notice of such service mailed or delivered to such Obligor shall, to the fullest extent permitted by applicable law, be deemed in every respect effective service of process upon such Obligor in any such legal action or proceeding. Each Obligor hereby irrevocably appoints CT Corporation System as its agent for such purpose, and covenants and agrees that service of process in any suit, action or proceeding may be made upon it at the office of such agent at 111 Eighth Avenue, 13th Floor, New York, New York 10011. Notwithstanding the foregoing, the Obligors may, with prior written notice to the Trustee, terminate the appointment of CT Corporation System and appoint another agent for the above purposes so that each Obligor shall at all times have an agent for the above purposes in the State of New York.

95

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

FOSTER WHEELER LLC
as Issuer
By:
	Name:
	Title:

96

WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Trustee
By:
	Name:
	Title:

97

FOSTER WHEELER LTD.
as Guarantor
By:
	Name:
	Title:
CONTINENTAL FINANCE COMPANY LTD.
as Guarantor
By:
	Name:
	Title:
ENERGY HOLDINGS, INC.
as Guarantor
By:
	Name:
	Title:
EQUIPMENT CONSULTANTS, INC.
as Guarantor
By:
	Name:
	Title:
FINANCIAL SERVICES, S.A.R.L.
as Guarantor
By:
	Name:
	Title:

98

FOSTER WHEELER HOLDINGS LTD.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER ASIA LIMITED
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER CAPITAL & FINANCE CORPORATION
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER CONSTRUCTORS, INC.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER DEVELOPMENT CORPORATION
as Guarantor
By:
	Name:
	Title:

99

FW ENERGIE B.V.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER ENERGY CORPORATION
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER ENERGY MANUFACTURING, INC.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER ENERGY SERVICES, INC.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER EUROPE LIMITED
as Guarantor
By:
	Name:
	Title:

100

FOSTER WHEELER ENVIRESPONSE, INC.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER ENVIRONMENTAL CORPORATION
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER FACILITIES MANAGEMENT, INC.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER INC.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER INTERCONTINENTAL CORPORATION
as Guarantor
By:
	Name:
	Title:

101

FOSTER WHEELER INTERNATIONAL CORPORATION
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER INTERNATIONAL HOLDINGS, INC.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER NORTH AMERICA CORP.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER POWER SYSTEMS, INC.
as Guarantor
By:
	Name:
	Title:

102

FOSTER WHEELER PYROPOWER, INC.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER REAL ESTATE DEVELOPMENT CORP.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER REALTY SERVICES, INC.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER USA CORPORATION
as Guarantor
By:
	Name:
	Title:

103

FOSTER WHEELER VIRGIN ISLANDS, INC.
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER ZACK, INC.
as Guarantor
By:
	Name:
	Title:
FW HUNGARY LICENSING LIMITED LIABILITY COMPANY
as Guarantor
By:
	Name:
	Title:
FW MORTSHAL, INC.
as Guarantor
By:
	Name:
	Title:
HFM INTERNATIONAL, INC.
as Guarantor
By:
	Name:
	Title:

104

PGI HOLDINGS, INC.
as Guarantor
By:
	Name:
	Title:
PROCESS CONSULTANTS, INC.
as Guarantor
By:
	Name:
	Title:
PYROPOWER OPERATING SERVICES COMPANY, INC.
as Guarantor
By:
	Name:
	Title:
PERRYVILLE III TRUST
as Guarantor
By:
	Name:
	Title:
FOSTER WHEELER POWER CORPORATION
as Guarantor
By:
	Name:
	Title:

105

FOSTER WHEELER MIDDLE EAST CORPORATION
as Guarantor
By:
	Name:
	Title:

106

EXHIBIT A

[INSERT DTC LEGEND IF REQUIRED]

[INSERT RESTRICTED LEGEND IF REQUIRED]

[FACE OF NOTE]

FOSTER WHEELER LLC

     % Senior Secured Note Due 2011, Series A

	[CUSIP]  [CINS]
No.	$

Foster Wheeler LLC, a Delaware limited liability company (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to                                         , or its registered assigns, the principal sum of                          DOLLARS ($            ) on [   ], 2011.

Interest Rate:     % per annum.

Interest Payment Dates:  [     ] and [   ], commencing [        ], 2004.

Regular Record Dates:  [     ] and [      ].

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

A-1

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date:	FOSTER WHEELER LLC
	By:
		Name:
		Title:

A-2

(Form of Trustee’s Certificate of Authentication)

This is one of the      % Senior Secured Notes Due 2011, Series A, described in the Indenture referred to in this Note.

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
By:
	Authorized Signatory

A-3

[REVERSE SIDE OF NOTE]

FOSTER WHEELER LLC

     % Senior Secured Note Due 2011, Series A

1.Principal and Interest.

The Company promises to pay the principal of this Note on [        ], 2011.

The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of      % per annum (subject to adjustment as provided below).

Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the [     ] and [      ] immediately preceding the interest payment date) on each interest payment date, commencing [       ], 2004.

Interest on this Note will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the date of issuance.  Interest will be computed in the basis of a 360-day year of twelve 30-day months.

The Company will pay interest, from time to time on demand, on overdue principal, premium, if any, and interest at a rate per annum that is 2% in excess of the rate of interest that is applicable to the Notes.  Interest not paid when due (including any thereof that becomes due on demand) and any interest on principal, premium or interest not paid when due (including any thereof that becomes due on demand) will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Trustee for the payment of such interest, whether or not such day is a Business Day.  At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

In the event that the Excepted Non-Guarantor Subsidiaries do not execute all Note Guarantees and pledge their assets in accordance with the Collateral Documents to secure their Note Guarantees within 90 days of the Issue Date, the interest rate on the Notes shall increase by 1.0% per annum, commencing on the 91^st day following the Issue Date through and until the date on which all such Note Guarantees have been executed and pledges documented in accordance with the Collateral Documents, after which the interest rate shall decrease by 1.0% per annum.

2.Indentures; Note Guarantee.

This is one of the Notes issued under an Indenture dated as of [        ], 2004 (as amended from time to time, the “Indenture”), among the Company, the Guarantors party thereto and Wells Fargo Bank, National Association, not in its individual capacity but solely as Trustee.  Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated.

A-4

The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA.  The Notes are subject to all such terms and to the terms of the Intercreditor Agreement, and Holders are referred to the Indenture, the TIA and the Intercreditor Agreement for a statement of all such terms.  To the extent permitted by applicable law, (i) in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control, and (ii) in the event of any inconsistency between the terms of this Note or the terms of the Indenture, on the one hand, and the terms of the Intercreditor Agreement on the other hand, the terms of the Intercreditor Agreement will control.

The Notes are general unsecured obligations of the Company.  The Indenture limits the original aggregate principal amount of the Notes to $270,000,000.  This Note is guaranteed, as set forth in the Indenture.

3.Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture.  There is no sinking fund or mandatory redemption applicable to this Note.

If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

4.Registered Form; Denominations; Transfer; Exchange.

The Notes are in registered form without coupons in denominations of $1.00 principal amount and any multiple of $1.00 in excess thereof.  A Holder may register the transfer or exchange of Notes in accordance with the Indenture.  The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

5.Defaults and Remedies.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare all the Notes to be due and payable.  If a bankruptcy or insolvency default with respect to the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary occurs and is continuing, the Notes automatically become due and payable.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

A-5

6.Amendment and Waiver.

Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding.  Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency.

7.Authentication.

This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

8.Governing Law.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

9.Abbreviations.

Customary abbreviations may be used in the name of a Holder 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/G/M/A/ (= Uniform Gifts to Minors Act).

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

A-6

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No. 

Please print or typewrite name and address including zip code of assignee

The within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

A-7

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have all of this Note purchased by the Company pursuant to  Section 4.10 or Section 4.11 of the Indenture, check the box: o

If you wish to have a portion of this Note purchased by the Company pursuant to  Section 4.10 or Section 4.11 of the Indenture, state the amount (in original principal amount) below:

$                                        .

Date:

Your Signature:

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:⁽¹⁾

⁽¹⁾  Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-8

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made:

Date of Exchange Amount of decrease
in principal amount
of this Global Note Amount of increase
in principal amount
of this Global Note Principal Amount of
this Global Note
following such decrease
(or increase) Signature of
authorized officer of
Trustee

A-9

EXHIBIT B

[INSERT DTC LEGEND IF REQUIRED]

[INSERT RESTRICTED LEGEND IF REQUIRED]

[FACE OF NOTE]

FOSTER WHEELER LLC

     % Senior Secured Note Due 2011, Series B

	[CUSIP]  [CINS]
No.	$

Foster Wheeler LLC, a Delaware limited liability company (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to                                             , or its registered assigns, the principal sum of                      DOLLARS ($               ) on [                       ,] 2011.

Interest Rate:          % per annum.

Interest Payment Dates:                  and                  , commencing                  , 2004.

Regular Record Dates:                  and                  .

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

B-1

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date:	FOSTER WHEELER LLC
	By:
		Name:
		Title:

B-2

(Form of Trustee’s Certificate of Authentication)

This is one of the      % Senior Secured Notes Due 2011, Series B described in the Indenture referred to in this Note.

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
By:
	Authorized Signatory

B-3

[REVERSE SIDE OF NOTE]

FOSTER WHEELER LLC

     % Senior Secured Note Due 2011, Series B

1.Principal and Interest.

The Company promises to pay the principal of this Note on [                      ], 2011.

The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of      % per annum (subject to adjustment as provided below).

Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the                      or                      immediately preceding the interest payment date) on each interest payment date, commencing                      , 2004.

The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated                 , 2004, between the Company and the Purchasers named therein (the “Registration Rights Agreement”).  The interest rate on this Note will increase by a rate of 0.5% per annum in the event that (i) the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) is not filed by 30th day following the Issue Date, until it is filed (ii) the Exchange Offer Registration Statement is not declared effective by the Commission by the 90th day following Issue Date, until the Exchange Offer Registration Statement is declared effective and (iii) the Exchange Offer (as defined in the Registration Rights Agreement) is not consummated pursuant to the Exchange Offer Registration Statement by the 120th day following the Issue Date, until it is consummated.  After 120 days following an increase in the interest rate as described in the preceding sentence, the interest rate on this Note shall increase by a further 0.25% per annum, and shall increase by 0.25% per annum for each 120-day period thereafter to a maximum increase in interest of 1.00% per annum.  If the Exchange Offer does not allow this Note to be exchanged for freely tradable senior secured notes, the Company will file a shelf registration statement (the “Shelf Registration Statement”) covering the resale of this Note by the holder and use its commercially reasonable best efforts to have the Shelf Registration Statement declared effective as soon as practicable.  Upon the effectiveness of the Shelf Registration Statement, any such increased interest shall cease to accrue.

Interest on this Note will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the date of issuance.  Interest will be computed in the basis of a 360-day year of twelve 30-day months.

The Company will pay interest, from time to time on demand, on overdue principal, premium, if any, and interest at a rate per annum that is 2% in excess of the rate of interest that is applicable to the Notes.  Interest not paid when due (including any thereof that becomes due on demand) and any interest on principal, premium or interest not paid when due (including any thereof that becomes due on demand) will be

B-4

paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Trustee for the payment of such interest, whether or not such day is a Business Day.  At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

In the event that the Excepted Non-Guarantor Subsidiaries do not execute all Note Guarantees and pledge their assets in accordance with the Collateral Documents to secure their Note Guarantees within 90 days of the Issue Date, the interest rate on the Notes shall increase       % per annum, commencing on the 91^st day following the Issue Date through and until the date on which all such Note Guarantees have been executed and pledges documented in accordance with the Collateral Documents, after which the interest rate shall decrease       % per annum.

2.Indentures; Note Guarantee.

This is one of the Notes issued under an Indenture dated as of                      , 2004 (as amended from time to time, the “Indenture”), among the Company, the Guarantors party thereto and Wells Fargo Bank, National Association, not in its individual capacity but solely as Trustee.  Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA.  The Notes are subject to all such terms and to the terms of the Intercreditor Agreement, and Holders are referred to the Indenture, the TIA and the Intercreditor Agreement for a statement of all such terms.  To the extent permitted by applicable law, (i) in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control, and (ii) in the event of any inconsistency between the terms of this Note or the terms of the Indenture, on the one hand, and the terms of the Intercreditor Agreement on the other hand, the terms of the Intercreditor Agreement will control.

The Notes are general unsecured obligations of the Company.  The Indenture limits the original aggregate principal amount of the Notes to $120,000,000.  This Note is guaranteed, as set forth in the Indenture.

3.Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture.  There is no sinking fund or mandatory redemption applicable to this Note.

If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

B-5

4.Registered Form; Denominations; Transfer; Exchange.

The Notes are in registered form without coupons in denominations of $1.00 principal amount and any multiple of $1.00 in excess thereof.  A Holder may register the transfer or exchange of Notes in accordance with the Indenture.  The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

5.Defaults and Remedies.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare all the Notes to be due and payable.  If a bankruptcy or insolvency default with respect to the Company, Parent, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that taken together would constitute a Significant Restricted Subsidiary occurs and is continuing, the Notes automatically become due and payable.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

6.Amendment and Waiver.

Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding.  Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency.

7.Authentication.

This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

8.Governing Law.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

9.Abbreviations.

Customary abbreviations may be used in the name of a Holder 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/G/M/A/ (= Uniform Gifts to Minors Act).

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

B-6

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No. 

Please print or typewrite name and address including zip code of assignee

The within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

B-7

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

In connection with any transfer of this Note occurring prior to                          , the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

o(1)This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit G to the Indenture is being furnished herewith.

o(2)This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit F to the Indenture is being furnished herewith.

or

o(3)This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:
	Seller
	By

NOTICE:  The signature to this assignment must correspond with the name as written upon the face of the within mentioned instrument in every particular, without alteration or any change whatsoever.

B-8

Signature Guarantee:⁽²⁾

By

To be executed by an executive officer

⁽²⁾   Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended

B-9

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have all of this Note purchased by the Company pursuant to Section 4.10 or Section 4.11 of the Indenture, check the box: o

If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.10 or Section 4.11 of the Indenture, state the amount (in original principal amount) below:

$                                          .

Date:
Your Signature:
(Sign exactly as your name appears on the other side of this Note)
	Signature Guarantee:(3)

⁽³⁾   Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

B-10

SCHEDULE OF EXCHANGES OF NOTES

The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made:

Date of Exchange Amount of decrease
in principal amount
of this Global Note Amount of increase
in principal amount
of this Global Note Principal Amount of
this Global Note
following such decrease
(or increase) Signature of
authorized officer of
Trustee

B-11

EXHIBIT C

SUPPLEMENTAL INDENTURE

dated as of             ,     

among

FOSTER WHEELER LLC

The Guarantor(s) Party Hereto

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
not in its individual capacity but solely as Trustee

      %
Senior Secured Notes due
2011, Series A

      %
Senior Secured Notes due
2011, Series B

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THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of                     ,            , among Foster Wheeler LLC, a Delaware limited liability company (the “Company”), [insert each Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] (each an “Undersigned”) and Wells Fargo Bank, National Association, not in its individual capacity but solely as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of                , 2004 (the “Indenture”), relating to the Company’s      % Senior Secured Notes Due 2011, Series A and the Company’s      % Senior Secured Notes Due 2011, Series B (the “Notes”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed, under certain circumstances described in the Indenture, to cause certain newly acquired or created Restricted Subsidiaries to provide Note Guarantees.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2.  Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 11 thereof.

Section 3.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.  This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5.  This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

FOSTER WHEELER LLC as Issuer
By:
	Name:
	Title:
[GUARANTOR]
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
By:
	Name:
	Title:

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EXHIBIT D

RESTRICTED LEGEND

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR (C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND (2) AGREES FOR THE BENEFIT OF FOSTER WHEELER LLC THAT IT WILL NOT OFFER, SELL PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO FOSTER WHEELER LLC, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE, OR (F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144

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EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

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EXHIBIT E

DTC LEGEND

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE 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 TO 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.

[TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.]

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EXHIBIT F

Regulation S Certificate

                 ,        

Wells Fargo Bank, National Association
                                                   
                                                   
Attention: Corporate Trust Administration

Re:Foster Wheeler LLC
      % Senior Secured
Notes due 2011, Series B (the “Notes”)
Issued under the Indenture (the “Indenture”) dated as
as of                 , 2004 relating to the Notes

Ladies and Gentlemen:

Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.

[CHECK A OR B AS APPLICABLE.]

oA.This Certificate relates to our proposed transfer of $              principal amount of Notes issued under the Indenture.  We hereby certify as follows:

1.The offer and sale of the Notes was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.

2.Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.

3.Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Notes.

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4.The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.

5.If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Notes, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company or an Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.

oB.This Certificate relates to our proposed exchange of $               principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.  We hereby certify as follows:

1.At the time the offer and sale of the Notes was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.

2.Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.

3.The proposed exchange of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Very truly yours,
	[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	By:
		Name:
		Title:
		Address:
Date:

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EXHIBIT G

Rule 144A Certificate

             ,      

Wells Fargo Bank, National Association
                                       
                                       
Attention: Corporate Trust Administration

Re:Foster Wheeler LLC
     % Senior Secured
Notes due 2011, Series B (the “Notes”)
Issued under the Indenture (the “Indenture”) dated as
as of             , 2004 relating to the Notes

Ladies and Gentlemen:

TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

This Certificate relates to:

[CHECK A OR B AS APPLICABLE.]

oA.Our proposed purchase of $             principal amount of Notes issued under the Indenture.

oB.Our proposed exchange of $             principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.

We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of                 , 200    , which is a date on or since close of our most recent fiscal year.  We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”).  If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.  Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

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You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Very truly yours,
	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	By:
		Name:
		Title:
		Address:
Date:

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EXHIBIT H

Institutional Accredited Investor Certificate

Wells Fargo Bank, National Association
                                              
                                              
Attention: Corporate Trust Administration

Re:Foster Wheeler LLC
     % Senior Secured
Notes due 2011, Series B (the “Notes”)
Issued under the Indenture (the “Indenture”) dated as
as of                    , 2004 relating to the Notes

Ladies and Gentlemen:

This Certificate relates to:

[CHECK A OR B AS APPLICABLE.]

oA.Our proposed purchase of $             principal amount of Notes issued under the Indenture.

oB.Our proposed exchange of $             principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.

We hereby confirm that:

1.We are an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”) (an “Institutional Accredited Investor”).

2.Any acquisition of Notes by us will be for our own account or for the account of one or more other Institutional Accredited Investors as to which we exercise sole investment discretion.

3.We have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of an investment in the Notes and we and any accounts for which we are acting are able to bear the economic risks of and an entire loss of our or their investment in the Notes.

4.We are not acquiring the Notes with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary will remain at all times within our and their control.

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5.We acknowledge that the Notes have not been registered under the Securities Act and that the Notes may not be offered or sold within the United States or to or for the benefit of U.S. persons except as set forth below.

We agree for the benefit of the Company, on our own behalf and on behalf of each account for which we are acting, that such Notes may be offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (a) to the Company, (b) pursuant to a registration statement which has become effective under the Securities Act, (c) to a qualified institutional buyer in compliance with Rule 144A under the Securities Act, (d) in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act, that, prior to such transfer, delivers to the Trustee a duly completed and signed certificate (the form of which may be obtained from the Trustee) relating to the restrictions on transfer of the Notes or (f) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act.

Prior to the registration of any transfer in accordance with (c) or (d) above, we acknowledge that a duly completed and signed certificate (the form of which may be obtained from the Trustee) must be delivered to the Trustee.  Prior to the registration of any transfer in accordance with (e) or (f) above, we acknowledge that the Company reserves the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws.  We acknowledge that no representation is made as to the availability of any Rule 144 exemption from the registration requirements of the Securities Act.

We understand that the Trustee will not be required to accept for registration of transfer any Notes acquired by us, except upon presentation of evidence satisfactory to the Company and the Trustee that the foregoing restrictions on transfer have been complied with.  We further understand that the Notes acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of the preceding paragraph.  We further agree to provide to any person acquiring any of the Notes from us a notice advising such person that resales of the Notes are restricted as stated herein and that certificates representing the Notes will bear a legend to that effect.

We agree to notify you promptly in writing if any of our acknowledgments, representations or agreements herein ceases to be accurate and complete.

We represent to you that we have full power to make the foregoing acknowledgments, representations and agreements on our own behalf and on behalf of any account for which we are acting.

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You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Very truly yours,
	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	By:
		Name:
		Title:
		Address:
Date:

Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

By:

Date:

Taxpayer ID number:

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EXHIBIT I

[COMPLETE FORM I OR FORM II AS APPLICABLE.]

[FORM I]

Certificate of Beneficial Ownership

To:Wells Fargo Bank, National Association
                                              
                                              
Attention: Corporate Trust Administration OR

[Name of DTC Participant]

Re:Foster Wheeler LLC
     % Senior Secured
Notes due 2011, Series B (the “Notes”)
Issued under the Indenture (the “Indenture”) dated as
as of                    , 2004 relating to the Notes

Ladies and Gentlemen:

We are the beneficial owner of $         principal amount of Notes issued under the Indenture and represented by an Offshore Global Note (as defined in the Indenture).

We hereby certify as follows:

[CHECK A OR B AS APPLICABLE.]

oA.We are a non-U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended).

oB.We are a U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended) that purchased the Notes in a transaction that did not require registration under the Securities Act of 1933, as amended.

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You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Very truly yours,
	[NAME OF BENEFICIAL OWNER]
	By:
		Name:
		Title:
		Address:
Date:

[FORM II]

Certificate of Beneficial Ownership

To:Wells Fargo Bank, National Association
                                                
                                                
Attention: Corporate Trust Administration

Re:Foster Wheeler LLC
     % Senior Secured
Notes due 2011, Series B (the “Notes”)
Issued under the Indenture (the “Indenture”) dated as
as of                       , 2004 relating to the Notes

Ladies and Gentlemen:

This is to certify that based solely on certifications we have received in writing or by electronic transmission from institutions appearing in our records as persons being entitled to a portion of the principal amount of Notes represented by an Offshore Global Note issued under the above-referenced Indenture, that as of the date hereof, $           principal amount of Notes represented by the Offshore Global Note being submitted herewith for exchange is beneficially owned by persons that are either (i) non-U.S. persons (within the meaning of Regulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons that purchased the Notes in a transaction that did not require registration under the Securities Act of 1933, as amended.

We further certify that (i) we are not submitting herewith for exchange any portion of such Offshore Global Note excepted in such certifications and (ii) as of the date hereof we have not received any notification from any Institution to the effect that the statements made by such

I-2

Institution with respect to any portion of such Offshore Global Note submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Yours faithfully,
	[Name of DTC Participant]
	By:
		Name:
		Title:
		Address:
Date:

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Exhibit J

FORM OF SUBORDINATED INTERCOMPANY NOTE

U.S. $                                         ,  20   

FOR VALUE RECEIVED, the undersigned, [Name], a corporation organized under the laws of                    (the “Maker”), hereby promises to pay, subject to the subordination provisions set forth below (the “Subordination Provisions”), to the order of [                  ], a [                  ] organized under the laws of                  (together with any subsequent holder hereof, the “Holder”) the principal sum of                                                      AND NO/100 [INSERT CURRENCY] (                  ) [ON DEMAND][not later than [INSERT DATE], unless earlier accelerated], or if less, the unpaid principal amount of all loans made to the Maker pursuant to this Intercompany Note.

Subject to the Subordination Provisions, the Maker promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full at the rate of       % per annum (except as provided below upon the occurrence and during the continuance of an Event of Default under the Indenture as defined below), payable in the manner hereinafter provided, provided, however, that any amount that is not paid when due ([whether at stated maturity, by acceleration][upon demand] or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to       % per annum, payable on demand.

Subject to the Subordination Provisions, the Maker may prepay in whole or in part the outstanding principal amount of this Intercompany Note, provided that the Maker will pay on the date of such prepayment all accrued and unpaid interest due on such prepaid principal amount to the date of prepayment.  The term “Business Day” means a day of the year on which banks are not required or authorized to close in New York City.

All computations of interest will be made by the Holder on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.  Whenever any payment hereunder is stated to be due on a day other than a Business Day, such payment will be made on the following Business Day.

Anything in this Intercompany Note to the contrary notwithstanding, the indebtedness evidenced by this any Intercompany Note shall be subordinate and junior in right of payment in full in cash, to the extent and in the manner hereinafter set forth, to all indebtedness or other liabilities of the Maker outstanding from time to time, arising under (x) that certain Indenture dated as of                  , 2004, between Foster Wheeler LLC, a Delaware limited liability company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee (the “Indenture”), and (y) any Credit Facility under and as defined in the Indenture, including without limitation, in the case of each of the foregoing clauses (x) and (y), any interest accruing

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after the commencement of any proceedings referred to in clause (ii) below, whether or not such interest is an allowed claim in such proceeding (all such indebtedness or other liabilities and interest being herein called “Senior Indebtedness”):

(i)  The holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts constituting Senior Indebtedness before the Holder is entitled to receive any payment on account of this Intercompany Note, provided that the Maker may make, and the Holder shall be entitled to receive and retain from time to time, payments and prepayments in respect of the principal of and interest of this Intercompany Note at any time except following the occurrence and during the continuance of an Event of Default under and as defined in the Indenture;

(ii)  In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to the Maker or to its creditors, as such, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Maker, whether or not involving insolvency or bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive payment in full in cash of all amounts constituting Senior Indebtedness before the Holder is entitled to receive, or make any demand for, any payment on account of this Intercompany Note, and to that end the holders of Senior Indebtedness shall be entitled to receive for application in payment thereof any payment or distribution of any kind or character, whether in cash or property or securities; and

(iii)  Following the occurrence and during the continuance of an Event of Default under and as defined in the Indenture, if any payment or distribution of any character, whether in cash, securities or other property, in respect of this Intercompany Note shall (despite these subordination provisions) be received by the Holder before all Senior Indebtedness shall have been paid in full in cash, such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (or their representatives), ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all Senior Indebtedness in full.

No present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce subordination of this Intercompany Note by any act or failure to act on the part of the Maker or by any act or failure to act, in good faith on the part of such holder or any trustee or agent for such holder.

The Maker hereby irrevocably submits to the non-exclusive jurisdiction of [                  ], and of the courts (including any appellate court) of the State of New York, in any action or proceeding arising out of or relating to this Intercompany Note, and the Maker hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such [                  ][and] courts.  The Maker hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  The Maker agrees that a final judgment in any such action or proceeding

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will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Nothing in this Section will affect the right of the Holder to serve legal process in any other manner permitted by law or affect the right of the Holder to bring any action or proceeding against the Maker or its property in the courts of any other jurisdiction.

This Intercompany Note will be governed by, and construed in accordance with, the laws of State of New York, without reference to conflicts of law principles.

IN WITNESS WHEREOF, the Maker has caused this Intercompany Note to be executed and delivered by its duly authorized officers as of the date first above written.

[MAKER]
By:
	Name:
	Title:

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Exhibit K

FORM OF UNSUBORDINATED INTERCOMPANY NOTE

U.S. $                                         ,  20   

FOR VALUE RECEIVED, the undersigned, [Name], a corporation organized under the laws of                      (the “Maker”), hereby promises to pay to the order of [                      ], a [                      ] organized under the laws of                      (together with any subsequent holder hereof, the “Holder”) the principal sum of                                            AND NO/100 [INSERT CURRENCY] (                      ) [ON DEMAND][not later than [INSERT DATE], unless earlier accelerated], or if less, the unpaid principal amount of all loans made to the Maker pursuant to this Intercompany Note.

The Maker promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full at the rate of     % per annum (except as provided below upon the occurrence and during the continuance of an Event of Default under the Indenture as defined below), payable in the manner hereinafter provided, provided, however, that any amount that is not paid when due ([whether at stated maturity, by acceleration][upon demand] or otherwise) shall (to the fullest extent permitted by law) bear interest from the date when due until paid in full at a rate per annum equal at all times to     % per annum, payable on demand.

The Maker may prepay in whole or in part the outstanding principal amount of this Intercompany Note, provided that the Maker will pay on the date of such prepayment all accrued and unpaid interest due on such prepaid principal amount to the date of prepayment.  The term “Business Day” means a day of the year on which banks are not required or authorized to close in New York City.

The Maker hereby irrevocably submits to the non-exclusive jurisdiction of [                      ], and of the courts (including any appellate court) of the State of New York, in any action or proceeding arising out of or relating to this Intercompany Note, and the Maker hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such [                      ][and] courts.  The Maker hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  The Maker agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Nothing in this Section will affect the right of the Holder to serve legal process in any other manner permitted by law or affect the right of the Holder to bring any action or proceeding against the Maker or its property in the courts of any other jurisdiction.

This Intercompany Note will be governed by, and construed in accordance with, the laws of the State of New York, without reference to conflicts of law principles.

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IN WITNESS WHEREOF, the Maker has caused this Intercompany Note to be executed and delivered by its duly authorized officers as of the date first above written.

[MAKER]
By:
	Name:
	Title:

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EXHIBIT L

THIS NOTE IS A TEMPORARY GLOBAL NOTE.  PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.  TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.

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EX-4.20

Exhibit 4.20

DRAFT 5/25/04

FOSTER WHEELER LTD.

Certificate of Designation
of
Series B Convertible Preferred Shares

1.Number and Description.  (a)  The Company’s preferred shares shall include a  series of [                    ] preferred shares, which shall be designated as its Series B Convertible Preferred Shares (the “Preferred Shares”), par value U.S.$1.00 per share.

(b)All Preferred Shares shall be denominated in United States currency, and all payments and distributions thereon or with respect thereto shall be made in United States currency.  All references herein to “U.S.$”, “$” or “dollars” refer to United States currency.

(c)Preferred Shares may be issued by the Company only on full payment of the consideration payable therefor, which shall be equal to at least the nominal value of U.S.$1.00 per share, so that all Preferred Shares shall be issued as fully paid.

2.Issuance.  The Company may not increase or decrease the number of Preferred Shares designated as Preferred Shares and may not issue additional Preferred Shares after the date of first issuance of any Preferred Shares which shall be the date the Exchange Offer is consummated (the “Original Issue Date”) without obtaining the prior written consent of the Holders, provided that, to the extent permitted under the Lock-up Agreement, the Company may issue additional Preferred Shares up to the full number of Preferred Shares designated in Section 1(a) on the closing date of one subsequent offering period, if any (the “Subsequent Offering Period”) announced by the Company on the business day following the expiration date of the exchange offer pursuant to which Preferred Shares are first issued (the “Second Issue Date”).

3.Conversion.  (a)  Subject to adjustment pursuant to Section 9, the Preferred Shares will become convertible, at the option of the Holder, into Common Shares on a 1 (one) to [           ] basis (the “Conversion Ratio”) in the manner specified in this Section 3, subject to and effective immediately upon: (i) approval of the Increase of Capital (as defined in Section 3(b)) by the Members, and (ii) approval of the Bonus Issue (as defined in Section 3(c)) by the Board of Directors, which approval shall be subject to the Increase of Capital.

(b)(i)As soon as practicable after the Original Issue Date, the Board of Directors shall call a general meeting (the “General Meeting”) of all Members entitled to vote for the purpose of the Members considering, and, if thought fit, effecting and approving an increase in the authorized capital of the Company from US$161,500,000, consisting of 160,000,000 Common Shares, par value US$1.00 each and 1,500,000 preferred shares, par value US$1.00 each (including the Preferred Shares) to US$[             ] by the creation of an additional [         ] Common Shares, par value US$1.00 each, or to such greater amount and number of Common Shares as may be necessary to ensure that the Company has sufficient authorized Common Shares to meet any increase of Common Shares issuable under the Conversion Ratio set forth in Section 3 hereof, as adjusted in

accordance with Section 9 hereof, ranking pari passu in all respects with the existing Common Shares and having the rights and restrictions set out in the Bye-laws (the “Increase of Capital”).

(ii)The Company, at all times following the Increase of Capital, if any, shall reserve that number of Common Shares sufficient to allow the Conversion of all of the issued and outstanding Preferred Shares on such date.

(c)On the date this Certificate of Designation is approved by the authority of the Board of Directors in final form, the Board of Directors shall resolve, in substantially the form of Exhibit “A” to this Certificate of Designation (the “Bonus Resolution”) and subject to the approval of the Increase of Capital by the Members, to bonus issue fully paid Common Shares to the holders of the Preferred Shares, such Bonus Resolution to be effective [two Business Days after the Second Issue Date]/[on the Original Issue Date](1) (the “Bonus Issue”), in preference to and to the exclusion of the holders of Common Shares, by capitalizing an amount of [US$       ] standing to the credit of the share premium account of the Company (the “Capitalization”) to pay up the full nominal value of such number of Common Shares for each of the Preferred Shares as is equal to the Conversion Ratio less one, or with respect to any fractional Preferred Share, less such fraction (the “Bonus Issue Shares”), pursuant to Bye-law 64 and Section 40 of the Companies Act 1981 of Bermuda (the “Act”).  The issuance of Bonus Issue Shares to any Holder is subject to and conditional upon the Company having sufficient share premium (which shall be reserved in the Bonus Resolution) to fully effect the Capitalization and is further conditional upon the conversion of the Preferred Share(s) held by such Holder into Common Shares in accordance with this Section 3 (a “Conversion”) in each case.  Such Bonus Issue Shares may be issued to any one or more Holders in discrimination to and to the exclusion of any one or more other Holders who have not effected a Conversion of their Preferred Shares.  The Capitalization shall be effected and the Bonus Issue Shares shall be issued, in respect of each Preferred Share or fraction thereof, subject to and upon a Holder’s delivery to the Company of a Notice of Conversion in respect of such Preferred Share(s) or fraction thereof in accordance with Section 3(d).  The Company (i) shall not take any action that would impair, rescind or alter the Bonus Resolution following its adoption as described in this paragraph (c) and (ii) shall at all times after the Increase in Capital reserve that number of Common Shares sufficient to allow, and maintain sufficient share premium to effect, the Bonus Issue.

(d)In order to effect a Conversion, a Holder shall deliver (via facsimile or otherwise) a copy of a fully executed Notice of Conversion, in the form attached hereto, to the Company at its principal office (Attention: Secretary). Upon receipt by the Company of a Notice of Conversion, the Company shall promptly send, via facsimile if possible, a confirmation to such Holder stating that the Notice of Conversion has been received and the name and telephone number of a contact person at the Company regarding the Conversion.

(e)Upon receipt by the Company of the Notice of Conversion from a Holder and to effect a Conversion of the Holder’s Preferred Shares:

(1)  Select one, as appropriate.  The effective date will be determined at the Original Issue Date, after determining whether there will be a Subsequent Offering Period.

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(i)the Bonus Issue Shares in respect of each Preferred Share or fractional Preferred Share being converted shall be issued to such Holder as an integral part of the Conversion and the Capitalization of the par value of such Bonus Issue Shares shall be effected in full and reflected in the Company’s records;

(ii)simultaneously with and following upon the action set forth in (i) above, each Preferred Share or fraction thereof described in such Notice of Conversion will immediately cease to have the rights and restrictions of a Preferred Share or fraction thereof and each such Preferred Share will become one fully paid Common Share and each such fraction of Preferred Share will become an equal fraction of a Common Share;

(iii)the Company will reflect the Conversion in its Register of Members; and

(iv)the Company will pay all stamp and transfer taxes, if any, payable upon any Conversion provided, however, that (i) a Holder shall pay any such tax which is due because the Holder requests the Common Shares issuable in respect of its Preferred Shares upon a Conversion to be issued in a name other than the Holder’s name, and (ii) the Company (or the transfer agent) may refuse to issue Common Shares to be issued in a name other than the Holder’s name until it receives cash from the Holder in an amount sufficient to pay any tax referred to in (i) above.

(f)Upon a Conversion, the relevant Preferred Shares shall no longer be in existence.  Share certificates representing the converted Preferred Shares shall be deemed cancelled if not returned to the Company on or prior to the date of Conversion for cancellation; provided that a new certificate shall be issued by the Company for the Common Shares resulting from the Conversion if requested by a Holder.

4.Ranking.  For so long as any of the Preferred Shares remain issued and outstanding the Company may authorize or issue any classes or series of shares ranking on a parity with or senior to the Preferred Shares as to dividends, distributions out of contributed surplus or distributions upon liquidation, winding-up and dissolution of the Company.

5.Liquidation Preference and Rights.  (a)    Each Preferred Share shall have a liquidation preference of U.S.$0.01 per share (the “Liquidation Preference”).

(b)In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company the Holders shall be entitled to be paid out of the assets of the Company available for distribution to its Members an amount in cash equal to the Liquidation Preference before any distribution shall be made or any assets distributed in respect of the Common Shares of the Company.  Thereafter, the Preferred Shares shall rank equally with the Common Shares and Holders shall share equally and ratably with holders of Common Shares in the assets, if any, remaining after the payment of all of the Company’s debts and liabilities as if each Preferred Share had been converted into Common Shares in accordance with the Conversion Ratio prior to such liquidation, dissolution or winding up, whether or not the Company has sufficient authorized capital to effect such conversion in accordance with the terms hereof.

6.Rights to Dividends, Return of Capital.  (a) Holders are entitled to dividends as set forth in this Section 6, in each case subject to Section 54 of the Act.  Each Holder shall be

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entitled to receive, out of the funds of the Company legally available therefor, dividends, distributions of contributed surplus or any other distributions on the Preferred Shares on a pro rata basis if, as and when dividends are declared and paid, or distributions of contributed surplus or any other distributions are made, by the Board of Directors on the Common Shares, as though the Preferred Shares had been converted into Common Shares in accordance with the Conversion Ratio prior to the declaration and payment of such dividend or the making of such distribution, whether or not the Company has sufficient authorized capital to effect such conversion in accordance with the terms hereof.

(b)Notwithstanding any provision of the Act or the Bye-laws which would permit the Company to return or distribute share capital or other property of the Company to the holders of Common Shares, upon the Company’s return or distribution of any of its share capital or of any other property of the Company, in accordance with applicable law, to any holders of Common Shares, whether by way of a repurchase of Common Shares, a reduction of issued share capital, a bonus issue of shares (other than as described under Section 3 hereof) or otherwise (each such event a “Capital Distribution”) each Holder shall be entitled to receive a pro rata share of such Capital Distribution, as though the Preferred Shares had been converted into Common Shares in accordance with the Conversion Ratio prior to the Capital Distribution, whether or not the Company has sufficient authorized capital to effect such conversion in accordance with the terms hereof.

(c)Under the Lock-up Agreement, the Company has agreed that, within five Business Days following the Original Issue Date (i) the Board of Directors shall have increased the number of directors from seven to eight and, until the actions described in clause (iii) of this paragraph (c) have been taken, the Board of Directors shall not increase the number of directors to more than eight; (ii) three of the six incumbent independent directors shall have resigned; and (iii) the continuing members of Board of Directors shall have nominated and appointed four directors proposed by the Holders who are party to the Lock-up Agreement  that qualify as independent directors and are reasonably acceptable to the continuing members of the Board of Directors.  If the Company has failed to take any of the actions described in, or takes any action prohibited under, the first sentence of this paragraph, then on the sixth Business Day following the Original Issue Date, the Company shall declare and pay a dividend on the issued and outstanding Preferred Shares in the aggregate amount of $2,500,000, in preference to and to the exclusion of the holders of the Common Shares.  Thereafter on each quarterly anniversary of the sixth Business Day following the Original Issue Date that occurs before the Preferred Shares have become optionally convertible, if the Company has not taken any of the actions described in, or takes any action prohibited under, clauses (i), (ii) and (iii) of the first sentence of this paragraph, then the Company shall declare and pay a dividend on the issued and outstanding Preferred Shares in the aggregate amount of $2,500,000, in preference to and to the exclusion of the holders of the Common Shares.  Notwithstanding the foregoing, the Company shall not be required to declare or pay any dividend under this paragraph unless the Holders who were party to the Lock-up Agreement have delivered to the Company the names and resumes of no less than seven potential nominees that are in each case independent of management and are reasonably expected to be reasonably acceptable to the continuing members of the Board on or before the date that is two weeks prior to the date such dividends would have otherwise been required to be declared and paid.

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(d)Under the Lock-up Agreement, the Company has agreed to, as soon as practicable following the Original Issue Date and in any event no later than thirty calendar days thereafter, file a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) regarding meetings of its shareholders in order to recommend adoption and approval of the following actions: (A) to increase its authorized capital sufficient to allow conversion of the Preferred Shares hereunder and (B) to authorize a reverse split (i.e., consolidation) of its issued and outstanding Common Shares on a one-to-four basis.  If the Company has failed to file such proxy statement, then on the thirty-first day following the Original Issue Date, the Company shall declare and pay a dividend on the issued and outstanding Preferred Shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the Common Shares.  Thereafter on each quarterly anniversary of the thirty-first day following the Original Issue Date, if the Company has not filed such proxy statement, then the Company shall declare and pay a dividend on the issued and outstanding Preferred Shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the Common Shares.

(e)Under the Lock-up Agreement, the Company has agreed to mail the proxy statement described in paragraph (d) above within five  Business Days following the date that the SEC clears such proxy to be mailed.  If the Company has failed to take the action described in the first sentence of this paragraph, then on the sixth day following such clearance date, the Company shall declare and pay a dividend on the issued and outstanding Preferred Shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the Common Shares.  Thereafter on each quarterly anniversary of the sixth day following such clearance date, if the Company has not mailed such proxy, then the Company shall declare and pay a dividend on the issued and outstanding Preferred Shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the Common Shares.

(f)Under the Lock-up Agreement, the Company has agreed to convene meetings of its shareholders to approve the actions described in clauses (A) and (B) of paragraph (d) above on or prior to October 24, 2004.  If the Company has failed to take the action described in the first sentence of this paragraph, then on October 25, 2004, the Company shall declare and pay a dividend on the issued and outstanding Preferred Shares in the aggregate amount of $2,500,000, in preference to and to the exclusion of the holders of the Common Shares.  Thereafter on each quarterly anniversary of October 25, if the Company has not taken the action described in the first sentence of this paragraph, then the Company shall declare and pay a dividend on the issued and outstanding Preferred Shares in the amount of $2,500,000, in preference to and to the exclusion of the holders of the Common Shares.

(g)Under the Lock-up Agreement, the Company has agreed that it will use its commercially reasonable best efforts to (i) list the Common Shares on the New York Stock Exchange or the NASDAQ Stock Market as promptly as practicable; provided that the Company shall not be obliged to apply for such listing until such time as it reasonably believes it meets the applicable listing criteria, and (ii) to cooperate to the extent allowed by applicable laws or rules in facilitating the quotation of the Preferred Shares on the OTC Bulletin Board or, at such time as the Company meets the applicable listing criteria, to list the Preferred Shares on the New York Stock Exchange or the NASDAQ Stock Market, in each case as promptly as practicable if the Preferred Shares do not become convertible on or prior to October 24, 2004, provided that, after the Preferred Shares have become convertible, the Company has agreed not to apply to list, and

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if listed, to use its reasonable best efforts (which in any event shall include any action within the Company’s control) to promptly delist, the Preferred Shares.  If the Company has failed to use its commercially reasonable best efforts to take such actions as may be required under clause (i) of the first sentence of this paragraph, or to cooperate under clause (ii) of the first sentence of this paragraph as it relates to listing but not the delisting of the Preferred Shares, then on the 30th Business Day following the receipt of notice of such failure from the holders of 25% of the Preferred Shares outstanding, if such failure shall not have been cured prior to such date, the Company shall declare and pay a dividend on the issued and outstanding Preferred Shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the Common Shares.  Thereafter on each quarterly anniversary of the first such payment date, if the Company has not used its commercially reasonable best efforts to take such actions as may be required under clause (i) of the first sentence of this paragraph, or to cooperate under clause (ii) of the first sentence of this paragraph, then the Company shall declare and pay a dividend on the issued and outstanding Preferred Shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the Common Shares.

(h)Under the Lock-up Agreement, the Company has agreed that it will take all steps necessary to adopt the appropriate amendments to its organizational documents to effect the actions described in the first sentence of paragraph (d) hereof, including (A) adopting board resolutions recommending such actions, (B) distributing timely notice of such meetings to its shareholders, (C) complying with applicable proxy solicitation requirements as soon as practicable, (D) if a quorum is not present on a scheduled date of any such meeting, postponing and reconvening such meeting at least twice and (E) with respect to the action described in clause (B) of paragraph (d), duly convening and holding a separate general meeting of the holders of Common Shares.  If the Company has failed to take such actions as may be required under the first sentence of this paragraph, then on the 30th Business Day following receipt of notice of such failure from the holders of 25% of the Preferred Shares outstanding, if such failure shall not have been cured prior to such date, the Company shall declare and pay a dividend on the issued and outstanding Preferred Shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the Common Shares.  Thereafter, on each quarterly anniversary of the first such payment date, if the Company has failed to take such action as may be required under the first sentence of this paragraph, then subject to Section 54 of the Act, the Company shall declare and pay a dividend on the issued and outstanding Preferred Shares in the aggregate amount of $1,000,000, in preference to and to the exclusion of the holders of the Common Shares.

(i)Under the Lock-up Agreement and pursuant to Section 3(c) hereof, the Board of Directors is required (i) to adopt the Bonus Resolution on the date this Certificate of Designation is approved in final form, with effect [two Business Days after the Second Issue Date]/[on the Original Issue Date] and (ii) following its adoption, the Company is required (x) to refrain from taking any action to impair, rescind or alter the Bonus Resolution following its adoption in accordance with Section 3(c) and (y) to at all times after the Increase in Capital reserve that number of Common Shares sufficient to allow, and maintain sufficient share premium to effect, the Bonus Issue.  If the Board of Directors has failed to take the action described in clause (i), or if the Company has failed to take or to refrain from taking, as the case may be, the actions described in clause (ii) of the first sentence of this paragraph, then on the sixth day following its failure, the Company shall declare

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and pay a dividend on the issued and outstanding Preferred Shares in the aggregate amount of $2,500,000, in preference to and to the exclusion of the holders of the Common Shares.  Thereafter on each quarterly anniversary of the first such payment date, if the Board of Directors has not taken the action described in clause (i) (or refrain from taking the action described in clause (ii)) of the first sentence of this paragraph, then the Company shall declare and pay a dividend on the issued and outstanding Preferred Shares in the aggregated amount of $2,500,000, in preference to and to the exclusion of the holders of the Common Shares.

(j)All dividends payable under this Section shall be cumulative.  Without limiting any other rights of the Holders hereunder, under the Lock-up Agreement (including, without limitation, the rights to receive dividends payable under this Section and the right under the Lock-up Agreement to be paid an amount equal to any dividends not paid as required under this Certificate of Designation, at law or otherwise), upon the default of the equivalent of six quarterly dividends on the Preferred Shares, the Holders may, voting as a class, elect at least two members of the Board of Directors at each Annual General Meeting of the Company, such right to continue until all dividends payable hereunder have been paid in full.

7.Voting Rights.  (a)  Prior to the Preferred Shares becoming convertible, each Holder shall have the number of votes for each Preferred Share that such Holder would have if that Preferred Share had been converted into Common Shares in accordance with the Conversion Ratio, whether or not the Company has sufficient authorized capital to effect such conversion in accordance with the terms hereof.  Until the Preferred Shares have become convertible, the Holders shall vote with the holders of Common Shares as a single class on all matters brought before the Members of the Company except as set forth herein or in the Bye-laws or as required under applicable law and, for greater certainty, shall be entitled to notice of and to attend and vote at all general meetings of the Company including, without limitation, the General Meeting.  If and when the preferred shares become convertible at each Holder’s option, they will cease to vote except in limited circumstances as required by Bermuda law and as set forth herein.

(b)Any amendment, alteration or repeal of the terms of the Memorandum of Association, the Bye-laws, this Certificate of Designation or the Adopting Resolution or any change in the terms of the Preferred Shares, however effected (including by merger, amalgamation or scheme of arrangement or similar reorganization), in each case that would affect the powers, preferences or rights of the Preferred Shares will require the approval of Holders of at least three-fourths of the issued and outstanding Preferred Shares consenting or voting as a separate class.  This approval can be evidenced either by unanimous consent in writing or by a resolution passed at a special general meeting of the Holders at which a quorum consisting of at least two persons holding or representing one-third of the issued and outstanding Preferred Shares is present.

(c)Notice of all general meetings of the Company at which the Holders are entitled to vote and of any special general meeting of the Holders shall be given by the Company to the Holders in accordance with the provisions of the Bye-laws relating to notice for general meetings and notice to Members.

8.Redemption, Pre-emptive Rights and Sinking Fund.  (a)  Holders have no redemption, pre-emptive or sinking fund rights.

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9.Anti-Dilution.  The Conversion Ratio as set forth in Section 3 shall be subject to the following adjustments:

(a)Share Splits; Subdivisions; Reverse Splits; Consolidations and Divisions; and Combinations.  If the issued and outstanding Common Shares are subdivided, split or reclassified into a greater number of Common Shares on or after the Original Issue Date, the Conversion Ratio in effect at the opening of business on the day following the day upon which such subdivision, split or reclassification becomes effective shall be proportionately increased.  Conversely, if the outstanding Common Shares shall be combined, consolidated and divided or reclassified into a smaller number of Common Shares, the Conversion Ratio in effect at the opening of business on the day following the day upon which such combination, consolidation and division or reclassification becomes effective shall be proportionately reduced.  Such increase or reduction, as the case may be, will become effective immediately after the opening of business on the day following the day upon such subdivision, split, reclassification or consolidation and division or combination becoming effective.  Without limiting the foregoing, the Conversion Ratio and the Bonus Issue for purposes of the Conversion of the Preferred Shares shall be adjusted in accordance with this Section 9 following the Increase of Capital if the reverse split (i.e., consolidation) referred to in clause (B) of Section 6(d) is duly approved by the Members and the holders of the Common Shares of the Company in accordance with the Bye-laws and Bermuda law.

(b)Reorganization Events.  In the event:

(i)any consolidation, amalgamation or merger of the Company with or into another person or of another person with or into the Company; or

(ii)any sale, transfer, lease or conveyance to another person of the assets of the Company as an entirety or substantially as an entirety; or

(iii)any reclassification, reorganization or recapitalization (other than a reclassification to which paragraph (a) of this Section 9 applies),

(any of subsections (i) - (iii), a “Reorganization Event”), were to occur after the Original Issue Date, and pursuant to the terms of such Reorganization Event, shares or other securities, property or assets of the Company, the resulting company, successor or transferee or affiliate thereof, or the acquiror or affiliate thereof, or any other person, or cash are to be received by or distributed to the holders of Common Shares, then each Holder of Preferred Shares shall be entitled to receive upon the occurrence of a Conversion, the number of shares or other securities, property or assets of the Company, the resulting company, successor or transferee or affiliate thereof, or the acquiror or affiliate thereof, or any other person, or cash received by or distributable upon or as a result of such Reorganization Event to a holder of the number of Common Shares into which such Preferred Shares are convertible at the Conversion Ratio applicable prior to such Reorganization Event whether or not the Company has sufficient authorized capital to effect such conversion in accordance with the terms hereof.

In the event of such a Reorganization Event, the person formed by consolidation or merger or resulting from amalgamation or the person that acquires the assets of the Company

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shall execute and deliver to the transfer agent for the Common Shares an agreement providing that the Holder of each Preferred Share that remains issued and outstanding after the Reorganization Event (if any) shall have the rights provided by this Section 9.  Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 9.  The above provisions of this subsection (b) shall similarly apply to successive Reorganization Events.

(c)Notice of Adjustment.  Whenever the Conversion Ratio is adjusted in accordance with this Section 9, the Company shall: (i) forthwith compute the Conversion Ratio in accordance with this Section 9 and prepare and transmit to the transfer agent for the Common Shares an Officer’s Certificate setting forth the adjusted Conversion Ratio, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Ratio pursuant to this Section 9 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the Holders of the occurrence of such event and a statement setting forth in reasonable detail the method by which the adjustment to the Conversion Ratio was determined and setting forth the adjusted Conversion Ratio.

10.Definitions; Construction.

(a)Definitions.  The following terms, as used herein, have the following meanings:

“Act” has the meaning set forth in Section 3(c).

“Adopting Resolution” means the resolution or resolutions of the Board of Directors adopting this Certificate of Designation.

“Board of Directors” has the same meaning as the definition of the Board set forth in Bye-law 1(1)(i) of the Bye-laws.

“Bonus Issue” has the meaning set forth in Section 3(c).

“Bonus Issue Shares” has the meaning set forth in Section 3(c).

“Bonus Resolution” has the meaning set forth in Section 3 (c).

“Business Day” means any day excluding Saturday, Sunday or any day that shall be in the City of New York a legal holiday or a day on which banking institutions are authorized or required by law or other governmental actions to close.

“Bye-laws” means the bye-laws of the Company as amended from time to time.

“Capital Distribution” has the meaning set forth in Section 6(b).

“Capitalization” has the meaning set forth in Section 3(c).

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“Common Shares” means common shares of the Company, par value US$1.00 per share.

“Company” means Foster Wheeler Ltd.

“Conversion” has the meaning set forth in Section 3(c).

“Conversion Ratio” has the meaning set forth in Section 3(a).

“Exchange Offer” has the meaning set forth in the Lock-up Agreement.

“General Meeting” has the meaning set forth in Section 3(b).

“Holder” means each person who is entered in the register of members of the Company as the holder of one or more Preferred Shares.

“Increase of Capital” has the meaning set forth in Section 3(b).

“Liquidation Preference” has the meaning set forth in Section 5(a).

“Lock-up Agreement” means the Lockup Agreement dated            , 2004 among the Company, Foster Wheeler LLC, a Delaware limited liability company, and the security holders party thereto.

“Members” has the meaning set forth in Bye-law 1(1)(w) of the Bye-laws and includes the Holders.

“Memorandum of Association” means the Company’s memorandum of association, as amended from time to time.

“Notice of Conversion” shall mean a notice in the form annexed hereto.

“Officer’s Certificate” means a certificate executed by a duly appointed and authorized officer of the Company.

“Original Issue Date” has the meaning set forth in Section 2.

“person” means an individual or a company, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, government (or any agency or political subdivision thereof) or other entity of any kind.

“Preferred Shares” has the meaning set forth in Section 1.

“Reorganization Event” has the meaning set forth in Section 9(b).

“SEC” has the meaning set forth in Section 6(d).

“Second Issue Date” has the meaning set forth in Section 2.

“Share Premium Account” has the meaning set forth in Section 40(1) of the Act.

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“Subsequent Offering Period” has the meaning set forth in Section 2.

(b)Rules of Construction.  The definitions in Section 10 shall apply equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  References to “Sections” are references to Sections of this Certificate of Designation unless otherwise stated.

(c)References.  Unless the context shall otherwise require, all references herein to (i) persons include their respective permitted successors and assigns or, in the case of governmental persons, persons succeeding to the relevant functions of such persons, (ii) agreements and other contractual instruments include subsequent amendments, assignments and other modifications thereto to the date hereof and thereafter, but in the case of any amendment, assignment or modification after the date hereof, only to the extent such amendments, assignments or other modifications thereto are not prohibited by their terms, (iii) statutes and related regulations include any amendments of same and any successor statutes and regulations and (iv) time shall be deemed to be to New York City, New York, U.S.A. time.

11.No Impairment.  The Company will not do any act or thing, whether by amendment of this Certificate of Designation or through any reorganization, recapitalization, transfer of assets, consolidation, merger or amalgamation, dissolution, issue or sale of securities or any other voluntary action, to avoid or to seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company.

12.Bye-Laws.  This Certificate of Designation is adopted pursuant to Section 44(3) of the Bye-laws and shall be attached to and read in conjunction with the Bye-Laws.

13.Register of Members.  The Company shall maintain a current register of members in which the Holders from time to time shall be entered in accordance with the Act.

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ANNEX

NOTICE OF CONVERSION

(To be executed by the registered Holder in order to convert the
Series B Convertible Preferred Shares)

To:Foster Wheeler Ltd.

The undersigned hereby irrevocably elects to convert (the “Conversion”)               Series B Convertible Preferred Shares of Foster Wheeler Ltd. (the “Company”) into common shares par value $1.00 of the Company (the “Common Shares”), in accordance with the provisions of the Certificate of Designation of Series B Convertible Preferred Shares, as of the date written below.  If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

It is understood that each holder of a Preferred Share will receive that number of Common Shares equal to the Conversion Ratio, as adjusted in accordance with Section 9 of the Certificate of Designation, and if not, this Notice of Conversion shall not be effective.

Except as provided below, the Company shall electronically issue the Common Shares issuable pursuant to the Conversion to the account of the undersigned or its nominee (which is                ) with DTC through its Deposit Withdrawal Agent Commission System (“DTC Transfer”).

•In lieu of receiving the Common Shares issuable pursuant to the Conversion by way of DTC Transfer, the undersigned hereby requests that the Company issue the Common Shares to the undersigned and deliver to the undersigned physical certificates representing such Common Shares.

Date of Conversion:

Signature:

Name:

Address:

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Exhibit “A”

FOSTER WHEELER LTD.

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

The Undersigned, being all of the members of the Board of Directors (the “Board”) of Foster Wheeler Ltd., a company incorporated and existing under the laws of Bermuda (the “Company”), hereby consent to and unanimously adopt the following resolutions and hereby direct that this Unanimous Written Consent be filed with the minutes of the proceedings of the Board.

W H E R E A S:

1.The Company has undertaken an exchange offer (the “Exchange Offer”) as described in a Registration Statement filed on Form S-4 (the “Registration Statement”) dated [                         ] 2004, approved by the Board and filed by the Company and certain of its subsidiaries with the US Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended and declared effective by the SEC on [                ], 2004.

2.Pursuant to the terms of the Exchange Offer, inter alia, the Company has designated a series of its preferred shares as Series B Convertible Preferred Shares, the terms of which (the “Terms”) are set forth in the form of Certificate of Designation (the “Certificate of Designation”) filed as Exhibit 4.20 to the Registration Statement (the “Preferred Shares” which term includes any fraction of such a share) and the Company has issued [              ] of the Preferred Shares.

3.The Terms require the Company to: (i) convene a general meeting of its shareholders in order to increase its authorized capital to include at least [            ] additional US$1.00 par value common shares of the Company (the “Increase of Capital”); and (ii) subject to the Increase of Capital, to approve the Bonus Issue (as defined below).

4.In accordance with the Terms and subject to the Increase of Capital, effective [two Business Days (as defined in the Certificate of Designation) following the Second Issue Date]/[on the Original Issue Date (as defined in the Certificate of Designation)] (the “Effective Date”), the Board desires to bonus issue fully paid common shares of the Company to the holders of the Preferred Shares (the “Holders”) following the Increase of Capital (the “Bonus Issue”), by capitalizing an amount standing to the credit of the share premium account of the Company (the “Capitalization”) sufficient to pay up the full nominal value of that number of common shares of US$1.00 par value each of the Company issuable under the Conversion Ratio (as defined in the Certificate of Designation) less one, or with respect to any fractional Preferred Share, less such fraction, for each of the Preferred Shares (the “Bonus Issue Shares”), pursuant to Bye-law 64 of the Bye-laws of the Company and Section 40 of the Companies Act 1981 of Bermuda (the “Act”), the Bonus Issue Shares to be issued, in the case of each Preferred

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Share, to the Holder subject to and upon such Holder’s delivery to the Company of a Notice of Conversion (as defined in the Certificate of Designation) in respect of such Preferred Share(s) in accordance with the Terms and for the purpose of a Conversion (as defined in the Certificate of Designation) of such Preferred Share(s).

5.The issuance of the Bonus Issue Shares shall be subject to and conditional upon the Conversion of the Preferred Shares by the Holder in each case, and the Bonus Issue Shares may be issued to any one or more Holders, on Conversion (as defined in the Certificate of Designation) of the Preferred Shares of such Holder, in discrimination to and to the exclusion of any one or more other Holders who have not effected such Conversion of their Preferred Shares.  The Bonus Issue shall be made to the Holders in preference to and to the exclusion of the holders of common shares of the Company.

6.The anti-dilution provisions set forth in Section 9 of the Certificate of Designation shall apply to the Bonus Issue Shares.

RESOLVED that:

1.Subject to the Increase of Capital, the Bonus Issue and the Capitalization be and are hereby approved with effect from the Effective Date, pursuant to which the Bonus Issue Shares will be issued to each Holder subject to and upon such Holder’s delivery to the Company of a Notice of Conversion (as defined in the Certificate of Designation) in respect of such Holder’s Preferred Share(s) in accordance with the Terms;

2.the issuance of the Bonus Issue Shares is subject to and conditional upon the Conversion of the Preferred Shares in each case, and the Bonus Issue Shares shall be issued to any one or more Holders in discrimination to and to the exclusion of any one or more other Holders who have not effected such Conversion of their Preferred Shares, and the Bonus Issue shall be made to the Holders in preference to and to the exclusion of the holders of common shares of the Company;

3.Such amount standing to the credit of the share premium account of the Company as is sufficient to pay up the full nominal value of all Bonus Issue Shares be and is hereby reserved for purposes of the Capitalization;

4.subject to the Increase of Capital, that number of common shares of the Company equal to the Bonus Issue Shares be and are hereby reserved for issuance as the Bonus Issue Shares upon Conversion of the Preferred Shares in accordance with the Terms; and

5.the anti-dilution provisions set forth in section 9 of the Certificate of Designation shall apply to the Bonus Issue Shares.

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EX-4.21

Exhibit 4.21

COMMON STOCK, PREFERRED STOCK AND SENIOR SECURED NOTES

FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of [___________], 2004 by and among Foster Wheeler Ltd., a Bermuda company, Foster Wheeler LLC, a Delaware limited liability company, the subsidiary guarantors signatory hereto (the “Guarantors” and, together with Foster Wheeler Ltd. and Foster Wheeler LLC, the “Issuers”) and the Holders, as defined below.

This Agreement is made pursuant to Issuers’ exchange offer and consent solicitation (the “Exchange”), pursuant to which (i) the holders of the Convertible Notes (as defined below) and Robbins Bonds (as defined below) will agree to exchange Convertible Notes and Robbins Bonds, respectively, for Common Stock (as defined below) and Preferred Stock (as defined below), (ii) the holders of the Trust Securities (as defined below) will agree to exchange Trust Securities for Common Stock and Preferred Stock, and (iii) the holders of the 2005 Notes (as defined below) will agree to exchange 2005 Notes for Common Stock, Preferred Stock and the Series A Notes (as defined below), in each case upon terms substantially as set forth in the Form S–4 (as defined below).  Concurrently with the Exchange, the Issuers are offering (the “Concurrent Offering”) in a separate private transaction the Series B Notes (as defined below) for cash to certain holders of the Convertible Notes and the 2005 Notes.  In order to induce the Holders to enter into the Exchange and to purchase the Series B Notes in the Concurrent Offering, the Issuers have agreed to provide to the Holders (as defined below) the registration rights set forth in this Agreement.  The execution of this Agreement is a condition to the closing of the Exchange and the Concurrent Offering.

1.             Definitions.

As used in this Agreement, the following terms shall have the following meanings:

“2005 Notes” means the 6¾% Notes due November 15, 2005, in a currently outstanding aggregate principal amount of approximately $200,000,000, issued by Foster Wheeler Corporation (as succeeded by Foster Wheeler LLC) pursuant to the 2005 Notes Indenture.

“2005 Notes Indenture” means the Indenture dated as of November 15, 1995, as supplemented by the First Supplemental Indenture dated as of May 25, 2001 and the Second Supplemental Indenture dated as of August 16, 2002, between Foster Wheeler Corporation (as succeeded by Foster Wheeler LLC), the subsidiary co-obligors and guarantors named therein, and Harris Trust and Savings Bank (as succeeded by BNY Midwest Trust Company), as trustee.

“Agreement” means this Registration Rights Agreement (including any agreements incorporated herein).

“Beneficial Owner” has the meaning assigned to such term in Rule 13d–3 and Rule 13d–5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.  The terms “Beneficial Ownership” and “Beneficially Owned” have correlative meanings.

“Business Day” means each day, other than a Saturday or Sunday, that is not a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.

“Concurring Opinion” has the meaning set forth in Section 5(b) hereof.

“Commission” means the United States Securities and Exchange Commission, or any successor governmental agency or authority.

“Common Stock” means the Common Shares, $1.00 par value per share, of Foster Wheeler Ltd.

“Convertible Notes” means the 6.50% Convertible Subordinated Notes due 2007, in a currently outstanding aggregate principal amount of approximately $210,000,000, issued by Foster Wheeler Ltd. pursuant to the Convertible Notes Indenture.

“Convertible Notes Indenture” means the Indenture dated as of May 31, 2001, as amended by the First Supplemental Indenture dated as of February 20, 2002, among Foster Wheeler Ltd., Foster Wheeler LLC, as guarantor, and BNY Midwest Trust Company, as trustee.

“Cutback Registration” means any registration or Piggyback Registration to be effected as an underwritten Public Offering in which the managing underwriter with respect thereto advises Foster Wheeler Ltd. and the Holders in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of Foster Wheeler Ltd. which are not Registrable Securities) exceed the number which can be sold in such offering without a material reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering.

“Damages Accrual Period” has the meaning set forth in Section 2(e) hereof.

“Damages Payment Date” means March 31^st, June 30^th, September 30^th and December 31^st for each year.

“Deferral Notice” has the meaning set forth in Section 4(i) hereof.

“Deferral Period” has the meaning set forth in Section 4(i) hereof.

“Effectiveness Deadline” has the meaning set forth in Section 2(a) hereof.

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“Effectiveness Period” means the period beginning on the date the Registration Statement is declared effective by the Commission and ending on the date when all Registrable Securities covered by the Registration Statement cease to be outstanding or otherwise to be Registrable Securities.

“Event” has the meaning set forth in Section 2(e) hereof.

“Event Date” has the meaning set forth in Section 2(e) hereof.

“Event Termination Date” has the meaning set forth in Section 2(e) hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Offer Registration Statement” means the registration statement pursuant to which Foster Wheeler LLC offers to exchange Series B Notes issued in the Concurrent Offering for a like aggregate principal amount of Series A Notes that have been registered under the Securities Act.

“Exit Funding Agreement” means that certain agreement dated as of October 15, 1999 between Foster Wheeler Corporation (as succeeded by Foster Wheeler LLC) and Suntrust Bank, Central Florida, National Association, as trustee, relating to the Robbins Bonds.

“Filing Deadline” has the meaning set forth in Section 2(a) hereof.

“Form S–4” means the Registration Statement on Form S–4 of the Issuers, including the documents incorporated by reference therein, as declared effective by the Commission on [_____], 2004, as amended by any post effective amendment thereto or supplemented by any prospectus supplement prior to the date hereof and including any Rule 462(b) Registration Statement.

“Guarantees” means the guarantees of the Senior Notes by each of the Guarantors.

“Holder” means the holders listed on Schedule A hereto.

“Liquidated Damages Amount” has the meaning set forth in Section 2(e) hereof.

“Material Event” has the meaning set forth in Section 4(i) hereof.

“Notice of Piggyback Registration” has the meaning set forth in Section 3(a).

“Person” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, trust, union or association.

“Piggyback Registration” means any registration of equity securities of Foster Wheeler Ltd. under the Securities Act (other than any registration statements on Form S-8, a registration in respect of a dividend reinvestment or similar plan for stockholders of Foster Wheeler Ltd. or on Form S–4 promulgated by the Commission), whether for sale for the account of Foster

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Wheeler Ltd. or for the account of any holder of securities of Foster Wheeler Ltd. (other than Registrable Securities).

“Preferred Stock” means the Series B Convertible Preferred Shares of Foster Wheeler Ltd. to be issued in the Restructuring, which shall be optionally convertible into shares of the Common Stock upon the affirmative majority vote of its shareholders to increase the share capital of Foster Wheeler Ltd. as set forth in the S-4.

“Private Exchange” has the meaning set forth in Section 4(l) hereof.

“Private Exchange Securities” has the meaning set forth in Section 4(l) hereof.

“Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 415 promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.

“Public Offering” means any offering of (i) Common Stock or Preferred Stock or securities of the same class as the Common Stock or Preferred Stock to the public, either on behalf of Foster Wheeler Ltd. or any of its securityholders, pursuant to an effective registration statement under the Securities Act (other than any registration statements on Form S-8, a registration in respect of a dividend reinvestment or similar plan for stockholders of Foster Wheeler Ltd. or on Form S–4 promulgated by the Commission) or (ii) Senior Securities on behalf of the Holders, pursuant to an effective Registration Statement.

“Record Holder” means with respect to any Damages Payment Date relating to any Common Stock, Preferred Stock or Senior Securities as to which any Liquidated Damages Amount has accrued, the Holder in whose name such Common Stock, Preferred Stock or Senior Securities, as the case may be, is registered on the 15th day of the month of the Damages Payment Date, or when the Event is cured, the registered Holder on the date of such cure.

“Registrable Securities” means the Common Stock, the Preferred Stock (including any security issued with respect to the Common Stock or the Preferred Stock upon any stock dividend, split or similar events) and the Senior Securities held by any Holder and any securities into or for which such Common Stock, Preferred Stock or the Senior Securities have been or may be converted or exchanged, provided, that no Common Stock or Preferred Stock purchased by the Holders after the date of the Exchange shall be included as Registrable Securities, until, in the case of any such security, the earliest of (a) its resale in accordance with a Registration Statement covering it, (b) its sale pursuant to Rule 144 under the Securities Act or in any other transaction in which the applicable purchaser does not receive “restricted securities” (as such term is defined for the purposes of Rule 144 under the Securities Act), (c) the date that is five years after the date a Registration Statement is first declared effective by the Commission, (d) such date as the Holder or any group of “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) which it is a part Beneficially Owns less than 5% of the Common Stock; provided, that no Common Stock, Preferred Stock, Senior Notes or any other securities of the Company or its subsidiaries acquired by a Holder after the date hereof (other than as a result of

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stock dividends, splits or similar events) shall be included for purposes of determining any Holder’s Beneficial Ownership as of any date or (e) such date as nationally recognized counsel for the Issuers who is experienced in such matters has delivered an opinion to such Holder stating that in such counsel’s opinion, and assuming such Holder owns no securities of the Company and its subsidiaries other than the securities Beneficially Owned by such Holder on such date calculated in accordance with clause (d) hereof, such Holder is not an “affiliate” of the Issuers (as such term is defined for purpose of Rule 144 under the Securities Act) and all of such securities Beneficially Owned by such Holder on the date hereof calculated in accordance with Clause (d) hereof may be sold by such Holder without registration under the Securities Act and such Holder has delivered notice to Foster Wheeler Ltd. that it has obtained a Concurring Opinion.

“Registration Expenses” has the meaning set forth in Section 6 hereof.

“Registration Statement” means any registration statement of the Issuers that covers any of the Registrable Securities (other than the Exchange Offer Registration Statement) pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post effective amendments, all exhibits, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such registration statement.

“Restructuring” means the restructuring of the debt and equity capital of the Issuers substantially as set forth in the Form S–4.

“Robbins Bonds” means the Series 1999 C Bonds and Series 1999 D Bonds (as such terms are used in the Exit Funding Agreement) in a currently outstanding aggregate principal amount of approximately $109,000,000 supported by the Exit Funding Agreement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Commission thereunder.

“Senior Notes” means, collectively, the Series A Notes and the Series B Notes.

“Senior Notes Indenture” means the indenture to be entered into by the Issuers and the trustee named therein, relating to the Senior Securities.

“Senior Securities” means the Senior Notes and the related Guarantees.

“Series A Notes” means the Fixed Rate Senior Secured Notes due 2011, Series A to be issued pursuant to the Senior Notes Indenture in connection with (a) the Exchange, (b) Series B Notes Exchange Offer, or (c) a Private Exchange.

“Series B Notes” means the Fixed Rate Senior Secured Notes due 2011, Series B in an aggregate principal amount of up to $120,000,000 to be issued by Foster Wheeler LLC pursuant to the Senior Notes Indenture.

“Series B Notes Exchange Offer” means the exchange and issuance by Foster Wheeler LLC of a principal amount of Series A Notes (which shall be registered pursuant to the Exchange

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Offer Registration Statement) equal to the outstanding principal amount of Series B Notes that are tendered by such Holders in connection with such exchange and issuance.

“Series B Notes Registration Rights Agreement” means the registration rights agreement, dated [________], 2004 by and among the Issuers and each of the purchasers of the Series B Notes in the Concurrent Offering.

“Shelf Registration Statement” has the meaning set forth in Section 2(a) hereof.

“Subsequent Shelf Registration Statement” has the meaning set forth in Section 2(c) hereof.

“Total Number of Registrable Securities” means with respect to any Record Holder, the sum of (i) the number of shares of Common Stock registered to such Record Holder, (ii) the number of shares of Preferred Stock registered to such Record Holder and (iii) the quotient of the aggregate principal amount of Senior Notes registered to such Record Holder divided by $1,000.

"Trust Securities" means the 9.00% Preferred Securities, Series I in a currently outstanding liquidation amount of $175,000,000 issued by FW Capital Trust I and guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC.

2.             Shelf Registration.

(a)           The Issuers shall, for the benefit of the Holders, at the Issuers’ cost, comply with all the provisions of Sections 4(a) through 4(o) hereof and shall use its commercially reasonable best efforts to (i) prepare and not later than 45 days following the date hereof (the “Filing Deadline”), file with the Commission, a registration statement on an appropriate form under the Securities Act permitting registration of the Registrable Securities for resale by the Holders to be made on a delayed or continuous basis (including in an underwritten offering) in accordance with a plan of distribution provided by counsel to the Holders and reasonably acceptable to the Issuers (a “Shelf Registration Statement”), (ii) cause the Shelf Registration Statement to be declared effective not later than 90 days after the date hereof (the “Effectiveness Deadline”), and (iii) keep the Shelf Registration Statement (or any Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period.

(b)           At the time the Shelf Registration Statement is declared effective, each Holder shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law.  None of the Issuers or the securityholders of any of the Issuers (other than the Holders of Registrable Securities) shall have the right to include any of the securities of the Issuers in the Shelf Registration Statement.

(c)           If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Issuers shall use their commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 45 days of such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or promptly file an additional Shelf Registration Statement covering all of the securities that as of the date of such filing are Registrable Securities (a “Subsequent Shelf Registration Statement”).  If a Subsequent Shelf Registration Statement is filed, the Issuers shall use their commercially reasonable efforts to cause the Subsequent Shelf Registration

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Statement to become effective as promptly as is practicable after such filing and to keep such Shelf Registration Statement (or subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period.

(d)           The Issuers shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Issuers for such Shelf Registration Statement, if required by the Securities Act or, as reasonably requested by a registered Holder.

(e)           The parties hereto agree that the Holders of the Registrable Securities will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision, if (i) the Shelf Registration Statement has not been filed on or prior to the Filing Deadline, (ii) the Shelf Registration Statement has not been declared effective under the Securities Act on or prior to the Effectiveness Deadline, or (iii) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 4(i) hereof (each of the events of a type described in any of the foregoing clauses (i) through (iii) are individually referred to herein as an “Event”, and the Filing Deadline in the case of clause (i), the Effectiveness Deadline in the case of clause (ii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 4(i) hereof in the case of clause (iii), being referred to herein as an “Event Date”).  Events shall be deemed to continue until the “Event Termination Date”, which shall be the following dates with respect to the respective types of Events: the date the Shelf Registration Statement is filed in the case of an Event of the type described in clause (i), the date the Shelf Registration Statement is declared effective under the Securities Act in the case of an Event of the type described in clause (ii), and termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 4(i) to be exceeded in the case of the commencement of an Event of the type described in clause (iii).

Accordingly, commencing on (and including) any Event Date and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (a “Damages Accrual Period”), the Issuers agree, jointly and severally to pay, as liquidated damages and not as a penalty, an aggregate amount (the “Liquidated Damages Amount”), payable on the Damages Payment Dates to Record Holders of then outstanding Registrable Securities accruing for each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (or, in respect of the first time that the Liquidation Damages Amount is to be paid to Holders on a Damages Payment Date as a result of the occurrence of any particular Event, from the Event Date) and ending on, but excluding, the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a rate per diem equal to $13,698.64.  The Liquidated Damage Amount shall be payable on a pro rata basis to each Record Holder of Registrable Securities based on the Total Number of Registrable Securities owned by such Record Holder (without giving effect to any Registrable Securities acquired by such Record Holder after the date hereof, other than as result of dividends, splits, exchanges or similar events) relative to the Total Number of Registrable Securities owned of record by all Record Holders (without giving effect to any Registrable Securities acquired by Record Holders after the date hereof, other than as result of dividends, splits, exchanges or similar events).  Notwithstanding the foregoing, no Liquidated Damages Amounts shall accrue as

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to any Registrable Securities from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) the expiration of the Effectiveness Period.  The rate of accrual of the Liquidated Damages Amount with respect to any period shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of multiple concurrent Events.  Following the cure of all Events requiring the payment by the Issuers of Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any subsequent Event requiring the payment of the Liquidated Damages Amount by the Issuers).

Notwithstanding the foregoing, the parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages.  Nothing shall preclude a Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement.

All of the respective obligations of the Issuers set forth in this Section 2(e) that are outstanding with respect to any Registrable Securities at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to Section 20).

The parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement to be filed or declared effective or available for effecting resales of Registrable Securities in accordance with the provisions hereof.

(f)            If any registration of Registrable Securities effected in accordance with Section 2(a) becomes a Cutback Registration, Foster Wheeler Ltd. will include in any such registration, to the extent of the number which the managing underwriter advises Foster Wheeler Ltd. can be sold in such offering, Registrable Securities, pro rata on the basis of the number of Registrable Securities held by the Holders.

3.             Piggyback Registrations.

(a)           Notwithstanding any limitation contained in Section 2, if Foster Wheeler Ltd. at any time proposes after the date hereof to effect a Piggyback Registration, it will at each such time give prompt written notice (a “Notice of Piggyback Registration”), at least 30 days prior to the anticipated filing date, to all Holders of its intention to do so and of such Holders’ rights under this Section 3, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities.  Upon the written request of any such Holder made within 5 Business Days after receipt of a Notice of Piggyback Registration (which request shall specify the shares of Common Stock and Preferred Stock that are Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), Foster Wheeler Ltd. will, subject to the other provisions of this Agreement, include in the registration statement relating to such Piggyback Registration all of the shares of Common Stock

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and Preferred Stock requested to be included that are Registrable Securities, to the extent requisite to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration.  Notwithstanding the foregoing, if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, Foster Wheeler Ltd. shall determine for any reason not to register or to delay registration of such securities, Foster Wheeler Ltd. may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.  No registration effected under this Section 3 shall relieve any of the Issuers of their obligations to effect a Registration under Section 2.

(b)           If a Piggyback Registration becomes a Cutback Registration, Foster Wheeler Ltd. will include in such registration, to the extent of the amount or kind of securities which the managing underwriter advises Foster Wheeler Ltd. can be sold in such offering without adversely affecting the success of such offering, (x) first, the securities proposed by the Issuers to be sold for its own account, (y) second, pro rata on the basis of the number of equity securities that are Registrable Securities held by the Holders, and (z) third, any securities of Foster Wheeler Ltd. (other than Registrable Securities) proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among Foster Wheeler Ltd. and such holders and any securities to excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

4.             Registration Procedures.

In connection with the registration obligations of the Issuers under Section 2 and Section 3 hereof:

(a)           As far in advance as practical, but not less than seven Business Days, before filing a Prospectus, Registration Statement or any amendment or supplement thereto, the Issuers shall furnish to the counsel referred to in Section 6 copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits) and use their commercially reasonable efforts to reflect in each such document when so filed with the Commission such comments as such counsel reasonably shall propose within five Business Days after receipt of such filing; provided, that in any event any Holder shall have reasonable opportunity to object to any information pertaining solely to such Holder that is contained therein and the Issuers shall use their commercially reasonable best efforts to make the corrections reasonably requested by such Holder with respect to such information prior to filing any such Prospectus, Registration Statement or amendment or supplement thereto.

(b)           The Issuers shall use their commercially reasonable best efforts to (i) prepare and file with the Commission such amendments and post effective amendments to each Registration Statement as may be necessary to keep such

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Registration Statement continuously effective for the applicable period specified in Section 2(a), (ii) cause the related Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act, and (iii)  to comply with the provisions of the Securities Act applicable to them with respect to the disposition of all securities covered by such Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented.

(c)           As promptly as practicable, the Issuers shall give notice to the Holders (which notice shall be in a manner appropriate under the circumstances, which may or may not be the manner of notice described in Section 12 hereof) (i) when any Prospectus, prospectus supplement, Registration Statement or post effective amendment to a Registration Statement has been filed with the Commission and, with respect to a Registration Statement or any post effective amendment, when the same has been declared effective, (ii) of any request, following the effectiveness of a Registration Statement under the Securities Act, by the Commission or any other Federal or state governmental authority for amendments or supplements to any Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the Commission or any other Federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceedings for that purpose, (iv) of the receipt by the Issuers of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (v) of the occurrence of (but not the nature of or details concerning) a Material Event (provided, however, that no notice by the Issuers shall be required pursuant to this clause (v) in the event that the Issuers either promptly files or causes to be filed a prospectus supplement to update the Prospectus or a Form 8–K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such Material Event that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading) and (vi) of the determination by the Issuers that a post effective amendment to a Registration Statement will be filed with the Commission, which notice may, at the discretion of the Issuers (or as required pursuant to Section 4(i)), state that it constitutes a Deferral Notice, in which event the provisions of Section 4(i) shall apply.  As promptly as practicable after receipt thereof, the Issuers shall give the counsel referred to in Section 6 hereof copies of any comments received from the Commission with respect to any Registration Statement and responses thereto.

(d)           The Issuers shall use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment.

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(e)           If reasonably requested by any Holder, the Issuers shall as promptly as reasonably practicable incorporate in a prospectus supplement or post effective amendment to a Registration Statement such information as the Holder shall, on the basis of an opinion of nationally-recognized counsel experienced in such matters, determine to be required to be included therein by applicable law and make any required filings of such prospectus supplement or such post effective amendment; provided, that the Issuers shall not be required to take any actions under this Section 4(e) that are not, in the opinion of counsel for the Issuers, in compliance with applicable law.

(f)            As promptly as reasonably practicable, the Issuers shall furnish to each Holder, upon their request and without charge, at least one conformed copy of the Registration Statement and any amendment thereto, including financial statements, schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

(g)           During the Effectiveness Period, the Issuers shall deliver to each Holder in connection with any sale of Registrable Securities pursuant to a Registration Statement, without charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Holder may reasonably request.  Upon effectiveness and in connection with any amendment or deemed amendment and any closing for an underwritten offering, the Issuers shall deliver to each Holder (i) an opinion of counsel regarding such Registration Statement and the Prospectus to the effect that such Registration Statement and Prospectus does not contain an untrue statement of material fact and does not omit any material fact necessary to make such information in light of the circumstances when made not materially misleading and such other matters as are typically covered in opinions for underwritten offerings, and (ii) a “comfort” letter with respect to such Registration Statement and the Prospectus, all amendments and supplements thereto and all documents incorporated or deemed to be incorporated by reference therein, from the Issuers’ independent certified public accountants, such letter to be in customary form and covering matters of the type customarily covered in “comfort” letters to underwriters in connection with similar underwritten offerings; and the Issuers hereby consent (except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein.

(h)           Prior to any Public Offering of the Registrable Securities pursuant to the Shelf Registration Statement, the Issuers shall (i) use their commercially reasonable efforts to register or qualify or cooperate with the Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States or with any other applicable governmental agencies, in each case, as any Holder reasonably requests by written notice to the Issuers, and

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(ii) use their best efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period in connection with such Holder’s offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the relevant Registration Statement and the related Prospectus; provided, that the Issuers will not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement, or (ii) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject.

(i)            Upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 10(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a “Material Event”) as a result of which any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development with respect to the Issuers that, in the discretion of the Issuers, makes it appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus, then (i) in the case of clause (B) above, subject to the next sentence, the Issuers shall, as promptly as practicable, use their commercially reasonable best efforts to prepare and file a post effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post effective amendment to a Registration Statement, subject to the next sentence, use their commercially reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable, and (ii) the Issuers shall give notice to the Holders that the availability of the Shelf Registration Statement is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice, each Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Issuers that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus.  The Issuers shall use their commercially reasonable efforts to ensure that the use of the Prospectus may be resumed

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(x) in the case of clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as soon as, in the good faith judgment of the Issuers, public disclosure of such Material Event would not be materially prejudicial to or contrary to the interests of the Issuers or, if necessary to avoid unreasonable burden or expense, as soon as reasonably practicable thereafter and (z) in the case of clause (C) above, as soon as, in the discretion of the Issuers, such suspension is no longer appropriate.  The period during which the availability of the Registration Statement and any Prospectus is suspended (the “Deferral Period”) shall, without the Issuers incurring any obligation to pay liquidated damages pursuant to Section 2(e), not exceed 45 days, and their shall not occur more than two such Deferral Periods in any consecutive 12–month period.

(j)            The Issuers shall make reasonably available for inspection during normal business hours by representatives for the Holders of such Registrable Securities and any broker-dealers, attorneys and accountants retained by such Holders all relevant financial and other records, pertinent corporate documents and properties of the Issuers and their subsidiaries, and cause the appropriate executive officers, directors and designated employees of the Issuers and their subsidiaries to make reasonably available for inspection during normal business hours all relevant information reasonably requested by such representatives for the Holders or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar “due diligence” examinations; provided, however, that such persons shall first agree in writing with the Issuers that any information that is reasonably and in good faith designated by the Issuers in writing as confidential at the time of delivery of such information shall be kept confidential by such persons and shall be used solely for the purposes of exercising rights under this Agreement, unless (i) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information is required by law (including any disclosure requirements pursuant to Federal securities laws in connection with the filing of any Registration Statement or the use of any Prospectus referred to in this Agreement), (iii) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by any such person, or (iv) such information becomes available to any such person from a source other than the Issuers and such source is not, to such person’s knowledge, bound by a confidentiality agreement; and provided, further, that the foregoing inspection and information gathering shall, to the greatest extent possible, be coordinated on behalf of all the Holders and the other parties entitled thereto by the counsel referred to in Section 6.

(k)           The Issuers shall comply with all applicable rules and regulations of the Commission and shall make generally available to their securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12–month period (or 90 days after the end of any 12–month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter commencing after the effective date of a Registration Statement, which statements shall cover said 12–month periods.

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(l)            The Issuers shall cooperate with each Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Registration Statement.  Foster Wheeler LLC shall issue, upon the request of any Holder of Series B Notes covered by the Shelf Registration Statement, Series A Notes having an aggregate principal amount equal to the aggregate principal amount of Series B Notes sold pursuant to the Shelf Registration Statement and surrendered to Foster Wheeler LLC for cancellation.  The Issuers shall also upon the request of any Holder, issue and deliver to such Holder, in exchange (the “Private Exchange”) for the Series B Notes held by such Holder, a like principal amount of Series A Notes that are identical in all material respects to the Series A Notes (the “Private Exchange Securities”) (and which are issued pursuant to the Senior Notes Indenture except for the placement of a restrictive legend on such Series A Notes issued pursuant to the Private Exchange).  If possible, Series A Notes issued pursuant to the Private Exchange shall bear the same CUSIP number as the Series A Notes issued pursuant to the Exchange.  For purposes of complying with its obligations pursuant to this clause (l), Foster Wheeler LLC shall register Series A Notes on the Shelf Registration Statement and issue the Series A Notes to the purchaser(s) of the Holders’ Series B Notes being sold subject to the Shelf Registration Statement, that amount of Series A Notes equal to the amount of Series B Notes so sold in lieu of such Series B Notes in the names as such purchaser(s) shall designate.  In connection with any sale of Private Exchange Securities by any Holder pursuant to the Shelf Registration Statement, Foster Wheeler LLC shall in accordance with the terms of the Indenture, remove the restrictive legend from such Private Exchange Securities being sold and deliver securities without such legend to the purchaser thereof as directed by such Holder.

                                The Indenture under which the Series A Notes are issued will provide that Series A Notes issued in the Exchange and the Private Exchange shall provide that the holders of any of the Series A Notes (whether issued in the Exchange or the Private Exchange) will vote and consent together on all matters (to which such holders are entitled to vote or consent) as one class and that none of the holders of the Series A Notes (whether issued in the Exchange or the Private Exchange) will have the right to vote or consent as a separate class on any matter (to which such holders are entitled to vote or consent).

(m)          The Issuers shall provide a CUSIP number for all Registrable Securities covered by each Registration Statement not later than the effective date of such Registration Statement.

(n)           The Issuers shall enter into such customary agreements, including underwriting agreements containing customary provisions, and take all such other reasonable actions in connection therewith (including those reasonably requested by the Holders of a majority of the Registrable Securities or an underwriter), such as (without limitation), including specified information in the Prospectus, in order to expedite or facilitate disposition of such Registrable Securities.

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5.             Holder’s Obligations.

(a)           Each Holder agrees promptly to furnish to the Issuers all information with respect to such Holder as may be required to be disclosed in the Registration Statement under applicable law or pursuant to Commission comments or as the Issuers may reasonably request and all material information with respect to such Holder required to be disclosed in order to make the information previously furnished to the Issuers by such Holder not misleading.

(b)           If counsel to the Issuers shall, on any date after a Registration Statement has been declared effective, deliver to any Holder an opinion described in clause (e) of the definition of Registrable Securities, then such Holder shall, within 90 days of receipt of such opinion, at the sole cost and expense of the Issuers, use its good faith efforts to obtain a concurring opinion from nationally recognized counsel experienced in these matters of its choosing, which shall be in form and substance satisfactory to such Holder in its reasonable discretion (a “Concurring Opinion”).  Upon receipt by such Holder of a Concurring Opinion, such Holder shall promptly notify Foster Wheeler Ltd. in writing that it has received such Concurring Opinion.  If a Holder has in accordance with the terms of this Section 5 (b) sought and failed to obtain a Concurring Opinion such Holder shall promptly notify Foster Wheeler Ltd. that it has failed to obtain such Concurring Opinion and such Holder shall not be required to seek a Concurring Opinion again until such time as the Issuers shall have delivered a new opinion from Issuer’s counsel in accordance with clause (e) of the definition of Registrable Securities.  The Issuers shall not deliver an opinion to any Holder pursuant to the immediately preceding sentence prior to such date that is at least 180 days after the date such Holder has notified Foster Wheeler Ltd. that it has failed to obtain a Concurring Opinion.

6.             Registration Expenses.

The Issuers shall, jointly and severally, bear all fees and expenses incurred in connection with the performance by the Issuers of their respective obligations under this Agreement whether or not any of the Registration Statements are declared effective (the “Registration Expenses”).  Registration Expenses shall include, without limitation, (a) all registration and filing fees (including, without limitation, fees and expenses incurred with respect to (x) filings required to be made with the National Association of Securities Dealers, Inc. and (y) compliance with Federal and state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of the counsel specified in the next sentence in connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as the Holders of a majority of the Registrable Securities may reasonably designate)), (b) any fees and disbursements of underwriters customarily paid by issuers or sellers, (c) printing expenses, (d) duplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder and (e) fees and disbursements of counsel for the Issuers in connection with the Shelf Registration Statement.  In addition, the Issuers shall bear or reimburse the Holders for the reasonable fees and disbursements of (i) one firm of legal counsel for the Holders, which shall be a nationally recognized law firm experienced in securities law matters designated by the Holders of a majority of the Registrable Securities and (ii) such other legal counsel as the Holders may designate in accordance with their obligations pursuant to Section 5(b) hereof.  In addition, the Issuers shall pay their internal expenses (including, without

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limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange and the fees and expenses of any person, including special experts, retained by the Issuers.

7.             Indemnification; Contribution.

(a)           The Issuers agree, jointly and severally, to indemnify and hold harmless each Holder, its directors, officers and each person, if any, who controls any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows:

(i)            against any and all loss, liability, claim, damage and related expense, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)           against any and all loss, liability, claim, damage and related expense, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 7(c) below) any such settlement is effected with the prior written consent of the Issuers; and

(iii)          subject to Section 7(c) below, against reasonable expenses (including the reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of such Holder or any person, if any, who controls any such Holder expressly for use in the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense (1) arising from an offer or sale of Registrable Securities occurring during a Deferral Period, after the Holder received a Deferral Notice, or (2) if the Holder fails to deliver at or prior to the written confirmation of sale, the most recent Prospectus furnished to it by the Issuers, as

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amended or supplemented, and such Prospectus, as amended or supplemented, would have corrected such untrue statement or omission or alleged untrue statement or omission of a material fact.

(b)           In connection with any Shelf Registration in which a Holder is participating in and furnishing information relating to such Holder to the Issuers in writing expressly for use in such Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements thereto, the Holders of Registrable Securities participating in such Shelf Registration Statement agree, severally and not jointly, to indemnify and hold harmless the Issuers, and each person, if any, who controls the Issuers within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of such Holder or any person, if any, who controls any such Holder expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

(c)           In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 7(a) or 7(b) hereof, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing, but failure to so notify shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity, and the indemnifying party, if the indemnifying party so elects, may, or upon request of the indemnified party, shall assume the defense of such proceeding, including the employment of counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding.  In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (in which case counsel designated by the indemnifying party shall not represent the indemnified party), provided that, if the indemnifying party is obligated to pay the fees and expenses of counsel for other indemnified parties, the indemnifying party shall be obligated to pay only the fees and expenses associated with one attorney or law firm (in addition to any local counsel) for the indemnified parties, and all persons, if any, who control such indemnified party within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, unless there exists a conflict of interest or separate and different defenses among the indemnified parties.  The indemnifying party shall not be liable for any settlement of any proceeding effected

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without its written consent, which may not be unreasonably withheld or delayed, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 (whether or not each indemnified party is an actual or potential party thereto), unless such settlement, compromise or consent (I) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim, and (II) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)           If the indemnification provided for in this Section 7 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

(e)           The relative fault of the Issuers on the one hand and the Holders on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuers or by the Holder and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(f)            The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7.  The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

(g)           Notwithstanding the provisions of this Section 7, an indemnifying party that is a selling Holder shall not be required to indemnify or contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such indemnifying party and distributed to the public were offered to the public exceeds the amount of any damages that such indemnifying party has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

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(h)           No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(i)            For purposes of this Section 7, each person, if any, who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Holder, and each person, if any, who controls the Issuers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Issuers.

8.             Information Requirements.

The Issuers covenant that, if at any time during the Effectiveness Period, the Issuers are not subject to the reporting requirements of the Exchange Act, they will cooperate with any Holder and take such further reasonable action as any Holder may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions.  The Issuers shall comply with all such filing requirements, and, upon the written request to the Issuers of any Holder, the Issuers shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Issuers’ most recent report required to be filed and filed pursuant to Section 13 or Section 15(d) of Exchange Act.

9.             Underwritten Offerings.

(a)           In connection with any underwritten Public Offering being effected pursuant to a Shelf Registration Statement, the Issuers shall enter into an underwriting agreement in customary form with the underwriter or underwriters, which shall include, among other provisions, indemnities substantially to the effect and to the extent provided in Section 7 and, if requested, customary holdback provisions.  The holders of the Registrable Securities may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuers to and for the benefit of such underwriters also be made to and for their benefit and that any or all the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to their obligations.  Without limiting the foregoing, the Issuers shall enter into such other agreements and documents as are customary in an underwritten Public Offering, including, without limitation, those specified in Section 4 hereof.

(b)           If Foster Wheeler Ltd. at any time proposes to register any of its securities in a Piggyback Registration and such securities are to be distributed by or through one or more underwriters, Foster Wheeler Ltd. shall use its commercially reasonable best efforts to arrange for such underwriters to include the Registrable Securities to be offered and sold by Holders among the securities to be distributed by such underwriters, and such Holders shall be obligated to sell their Registrable Securities in such Piggyback Registration through such underwriters on

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the same terms and conditions as apply to the other Foster Wheeler Ltd. securities to be sold by such underwriters in connection with such Piggyback Registration.  The Holders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, Foster Wheeler Ltd. to and for the benefit of such underwriters also be made to and for their benefit and that any or all the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to their obligations.  Without limiting the foregoing, Foster Wheeler Ltd. shall enter into such other agreements and documents as are customary in an underwritten Public Offering, including, without limitation, those specified in Section 4 hereof.

10.          No Conflicting Agreements; Other Registration Rights.

                (a)           The Issuers are not, as of the date hereof, a party to, nor shall the Issuers, on or after the date of this Agreement, enter into, any agreement that conflicts with the rights granted to the Holders in this Agreement.  The Issuers represent and warrant that the rights granted to the Holders hereunder do not in any way conflict with the rights granted to the respective holders of the securities of the Issuers under any other agreements.

                (b)           The Issuers represent and warrant to the Holders that there is not in effect on the date hereof any agreement by the Issuers (other than this Agreement and the Series B Notes Registration Rights Agreement) pursuant to which any holders of securities of the Issuers have a right to cause the Issuers to register or qualify such securities under the Securities Act or any securities or Blue Sky laws of any jurisdiction other than an agreement to register securities on Form S-8 for certain officers of the Company.  .

11.          Amendments and Waivers.

The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers have obtained the written consent of each Holder.  Each Holder of Registrable Securities outstanding at the time of any such amendment, modification, supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 11, whether or not any notice, writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder.

12.          Notices.

All notices and other communications provided for or permitted hereunder shall (except with respect to the notice described in Section 4(c)) be made in writing by hand delivery, by telecopier, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (a) when made, if made by hand delivery, (b) upon confirmation, if made by telecopier, (c) one Business Day after being deposited with such courier, if made by overnight courier, or (d) on the date indicated on the notice of receipt, if made by first-class mail, to the parties as follows:

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(x)            if to a Holder, at the address for such Holder appearing on the signature pages hereto with a copy to:

	Milbank, Tweed, Hadley & McCloy LLP
	1 Chase Manhattan Plaza
	New York, New York  10005-1413
	Telephone:  (212) 539-5000
	Fax:  (212) 530-5219
	Attention:  Dennis F. Dunne
(y)	if to the Issuers, to:
	Foster Wheeler Ltd.
	Foster Wheeler LLC
	c/o Foster Wheeler Inc.
	Perryville Corporate Park
	Clinton, New Jersey  08809-4000
	Telephone:  (908) 730-4000
	Fax:  (908) 730-5300
	Attention:  General Counsel
	with a copy to:
	King & Spalding LLP
	1185 Avenue of the Americas
	New York, New York  10036-4003
	Telephone:  (212) 556-2100
	Fax:  (212) 556-2222
	Attention:  Lawrence A. Larose

or to such other address as such person may have furnished to the other persons identified in this Section 12 in writing in accordance herewith.

13.          Approval of Holders.

Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Issuers or their subsidiaries shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

14.          Counterparts.

This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be original and all of which taken together shall constitute one and the same agreement.

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15.          Headings.

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

16.          Governing Law.

This Agreement and any claim or controversy directly or indirectly based upon or arising out of this Agreement or the transactions contemplated by this Agreement (whether based on contract, tort or any other theory) shall in all respects be governed by and construed in accordance with the internal laws of the State of New York (without regard to any conflicts of law provision that would require the application of the law of any other jurisdiction).  The parties agree that this Agreement was delivered in the State of New York.

17.          Severability.

If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

18.          Entire Agreement.

Except as otherwise provided in the Series B Notes Registration Rights Agreement, this Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Issuers with respect to the Registrable Securities.  Except as provided in the Series B Notes Registration Rights Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the Issuers with respect to the Registrable Securities.  This Agreement supersedes all prior agreements and undertakings among the parties with respect to such registration rights.

19.          Termination.

This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effectiveness Period, except for (a) any liabilities or obligations under Section 6 or 7 hereof, (b) the obligations to make payments of and provide for liquidated damages under Section 2(e) hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms, and (c) the provisions of Sections 20 and 21 which will survive the expiration or termination of any provision hereunder or this Agreement (including extensions).

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20.          Jurisdiction and Process.

                The Issuers agree that any legal action or proceeding arising out of or relating to this Agreement or any other document executed in connection herewith, or any legal action or proceeding to execute or otherwise enforce any judgment obtained against the Issuers for breach hereof or thereof, or against any of their properties brought in connection herewith or therewith, may be brought in the courts of the State of New York or the United States District Court for the Southern District of New York by or on behalf of any Holder, as such Holder may elect, and the Issuers hereby irrevocably and unconditionally submit to the non-exclusive jurisdiction of such courts for purposes of any such legal action or proceeding.  The Issuers hereby agree that service of process in any such proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at the address specified in Section 12 or at such other address of which each Holder shall have been notified pursuant thereto.  In addition, the Issuers hereby irrevocably waive to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other document executed in connection herewith brought in the courts of the State of New York or the United States District Court for the Southern District of New York, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

                21.          Waiver of Jury Trial.

The Issuers hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or any other document executed in connection herewith, or any transactions contemplated hereby.

[signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

FOSTER WHEELER LTD.
By:
	Name:
	Title:
FOSTER WHEELER LLC.
By:
	Name:
	Title:
[GUARANTORS]
By:
	Name:
	Title:

24

HOLDER:
By:
	Name:
	Title:
Address:
Tel:
Fax:

25

Schedule A

26

EX-4.22

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Exhibit 4.22

FORM OF

SECURITY AGREEMENT

Dated as of May     , 2004

from

The Grantors referred to herein

as Grantors

to

[NAME OF TRUSTEE]

as Trustee

TABLE OF CONTENTS

		PAGE
SECTION 1.	Definitions	2
SECTION 2.	Grant of Security	4
SECTION 3.	Security for Obligations	11
SECTION 4.	Grantors Remain Liable	11
SECTION 5.	Delivery and Control of Security Collateral	11
SECTION 6.	Maintaining the Account Collateral	13
SECTION 7.	Intentionally Left Blank	13
SECTION 8.	Maintaining Letter of Credit Rights and Giving Notice of Commercial Tort Claims	13
SECTION 9.	Representations and Warranties	13
SECTION 10.	Further Assurances	16
SECTION 11.	Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts	17
SECTION 12.	As to Intellectual Property Collateral	18
SECTION 13.	Voting Rights; Dividends; Etc	19
SECTION 14.	As to Letter-of-Credit Rights	20
SECTION 15.	Insurance Receivables	21
SECTION 16.	Transfers and Other Liens	21
SECTION 17.	Trustee Appointed Attorney-in-Fact	21
SECTION 18.	Trustee May Perform	22
SECTION 19.	Trustee Duties	22
SECTION 20.	Remedies	23
SECTION 21.	Indemnity and Expenses	26
SECTION 22.	Intentionally Left Blank	26
SECTION 23.	Amendments; Waivers; Trustee Actions; Additional Grantors; Etc	26
SECTION 24.	Notices; Etc.	27
SECTION 25.	Continuing Security Interest; Assignments under the Credit Agreement	28
SECTION 26.	Release; Termination	28
SECTION 27.	Security Interest Absolute	28
SECTION 28.	Execution in Counterparts	29
SECTION 29.	The Mortgages	29
SECTION 30.	Governing Law	29
SECTION 31.	Limitation of Liability	29

(i)

Schedules
Schedule I	—	Pledged Equity
Schedule II	—	Pledged Debt
Schedule III	—	Patents, Trademarks and Trade Names and Copyrights
Schedule IV	—	Account Collateral
Schedule V	—	Commercial Tort Claims
Schedule VI-A	—	Secured Hedging Agreements
Schedule VI-B	—	Original Secured Cash Management Agreements
Schedule VII	—	Insurance Receivables
Exhibits
Exhibit A	—	Form of Security Agreement Supplement
Exhibit B	—	Form of Account Control Agreement (Deposit Account/Securities Account)
Exhibit C	—	Form of Consent and Agreement (Insurance Receivables)
Exhibit D	—	Form of Securities Account Control Agreement (Securities Account)
Exhibit E	—	Form of Intellectual Property Security Agreement
Exhibit F	—	Form of Intellectual Property Security Agreement Supplement
Exhibit G	—	Form of Perfection Certificate

(ii)

SECURITY AGREEMENT

        SECURITY AGREEMENT dated as of May     , 2004 made by FOSTER WHEELER LLC, a Delaware limited liability company (the "Company"), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined in Section 23(b)) (the Company, the Persons so listed and the Additional Grantors being, collectively, the "Grantors"), to [NAME OF TRUSTEE], as Trustee (together with any successor trustee appointed pursuant to Article 7 of the New Indenture (as hereinafter defined), the "Trustee").

PRELIMINARY STATEMENTS.

        (1)   The Company, certain of the Grantors and the Trustee have entered into an Indenture dated as of the date hereof (said Indenture, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the "New Indenture"), providing for the issuance by the Company of Senior Secured Notes due 2011, in an aggregate principal amount of up to $270,000,000 (the "Notes"), consisting of $150,000,000 of rollover notes and $120,000,000 of upsized notes.

        (2)   It is a condition precedent to the issuance of the Notes under the New Indenture that the Grantors shall have entered into this Agreement in order to grant to the Trustee for the benefit of the Secured Parties (as hereinafter defined) a security interest in the Collateral (as hereinafter defined).

        (3)   Each Grantor will derive substantial direct and indirect benefit from the transactions contemplated by the New Indenture Documents (as hereinafter defined).

        (4)   Certain of the Grantors have entered into a Third Amended and Restated Term Loan and Revolving Credit Agreement dated as of August 2, 2002 (said Agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the "Credit Agreement"), with the Lenders and the Agents (each as defined therein).

        (5)   Pursuant to an Intercreditor Agreement dated as of the date hereof (said Agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the "Intercreditor Agreement") among Bank of America, N.A., in its capacities as Administrative Agent and Collateral Agent (the "Collateral Agent") for the Lenders from time to time party to the Credit Agreement, and the Trustee, the Trustee has inter alia agreed, on its behalf and on behalf of the Noteholders, that the liens and security interests created pursuant to this Agreement shall be junior and subordinate to the liens and security interests granted by the Grantors to the Collateral Agent as collateral security for the obligations of the Grantors under the Credit Agreement and for certain other obligations designated as "Lender Obligations" in the Intercreditor Agreement.

        NOW, THEREFORE, in consideration of the premises and in order to induce the Noteholders to purchase and accept the Notes issued under the New Indenture, each Grantor hereby agrees with the Trustee for the benefit of the Secured Parties as follows:

        SECTION 1.    Definitions.

        (a)    New Indenture Terms.    Terms defined in the New Indenture and not otherwise defined in this Agreement are used in this Agreement as defined in the New Indenture.

        (b)    UCC Terms.    Unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below) are used in this Agreement as such terms are defined in such Article 8 or 9.

        (c)    Additional Terms.    The following additional terms have the following meanings:

        "Caribe Letter" means the Letter Agreement dated July 17, 2001 from Foster Wheeler International Corporation to Banco Mercantil C.A. Banco Universal relating to Foster Wheeler Caribe Corporation, C. A.

        "Foreign Subsidiary" means any Subsidiary of the Company created or organized under the laws of a jurisdiction outside the United States of America.

        "Lender Security Agreement" means            

        "New Indenture Documents" means the New Indenture and the "Collateral Documents" under as defined in the New Indenture [and any documents that are designated under the New Indenture as "New Indenture Documents" for purposes of this Agreement], excluding, however, the Intercreditor Agreement.

        "Note Obligations" means all indebtedness, obligations and liabilities of the Company and the other Grantors to the Noteholders from time to time arising under or in connection with or related to (including under any guaranty of) or evidenced by the Notes or the New Indenture, and all extensions or renewals thereof, whether such indebtedness, obligations or liabilities are direct or indirect, otherwise secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now, existing or hereafter arising. Without limitation of the foregoing, such indebtedness, obligations and liabilities include the principal amount of the Notes, premium, interest (including Post-Petition Interest), fees, indemnities or expenses under or in connection with (including all guaranties of) the Notes or the New Indenture, and all extensions and renewals thereof, whether or not such indebtedness, obligations or liabilities were made in compliance with the terms and conditions of the New Indenture or in excess of the obligation of the Noteholders to lend. Note Obligations shall remain Note Obligations notwithstanding any assignment or transfer or any subsequent assignment or transfer of any of the Note Obligations or any interest therein.

        "Noteholders" means the holders of Notes from time to time under the New Indenture.

        "Obligor" means            

        "Perfection Certificate" means, with respect to any Grantor, a certificate substantially in the form of Exhibit G, completed and supplemented with the schedules contemplated thereby, and signed by an officer of such Grantor.

        "Post-Petition Interest" means any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Company (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.

        "Regulation S-X" means Regulation S-X under the Securities Act of 1933, as amended.

        "Secured Parties" means, collectively, the Trustee and the Noteholders.

        "3-16 Entity" means any entity with respect to which the Company files separate financial statements with the Securities and Exchange Commission pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X. As of the date hereof, the 3-16 Entities consist of                         .

        "UCC" means the Uniform Commercial Code as in effect, from time to time, in the State of New York; provided that, if perfection or the effect of perfection or non perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non perfection or priority.

        (d)    Terms Defined Elsewhere in this Agreement.    Each of the following terms is defined in the Section set forth opposite such term:

Term	Section
Account Collateral	2(a)(vi)

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Account Control Agreement	6
Additional Collateral	12(b)
Additional Grantor	23(b)
After-Acquired Intellectual Property	12(b)
Agreement Collateral	2(a)(v)
Asbestos Policy	15(a)
Assigned Agreements	2(a)(v)
Collateral	2(a)
Collateral Agent	Preliminary Statement
Commercial Tort Claims Collateral	2(a)(viii)
Company	Introduction
Computer Software	2(a)(vii)(E)
Copyrights	2(a)(vii)(C)
Credit Agreement	Preliminary Statement
Equipment	2(a)(i)
Grantors	Introduction
Indemnified Party	21
Initial Pledged Debt	2(a)(iv)(B)
Initial Pledged Equity	2(a)(iv)(A)
Insurance Receivables	2(a)(x)
Intellectual Property Collateral	2(a)(vii)
Intellectual Property Security Agreement	12(a)
Intercreditor Agreement	Preliminary Statement
Inventory	2(a)(ii)
IP Security Agreement Supplement	2(a)(vii)(A)
Licenses	2(a)(vii)(F)
New Indenture	Preliminary Statement
Notes	Preliminary Statement
Patents	2(a)(vii)(A)
Pledged Account Bank	6
Pledged Debt	2(a)(iv)(D)
Pledged Equity	2(a)(iv)(C)
Receivables	2(a)(iii)
Related Contracts	2(a)(iii)
Secured Obligations	3(a)
Securities Account Control Agreement	5(c)
Securities Act	20(g)(i)
Security Agreement Supplement	23(b)
Security Collateral	2(a)(iv)
Subagent	19(b)
Trade Secrets	2(a)(vii)(D)
Trademarks	2(a)(vii)(B)
Trustee	Introduction

        SECTION 2.    Grant of Security.    

        (a)    The Grant.    Subject to subsection (b) below, each Grantor hereby pledges to the Trustee, for the benefit of the Secured Parties, and hereby grants to the Trustee, for the benefit of the Secured Parties, a security interest in such Grantor's right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by such

3

Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the "Collateral"):

        (i)    all equipment in all of its forms, including, without limitation, all machinery, tools, motor vehicles, vessels, aircraft, furniture and fixtures, and all parts thereof and all accessions thereto and all software related thereto, including, without limitation, software that is imbedded in and is part of the equipment (any and all such property being the "Equipment");

        (ii)   all inventory in all of its forms, including, without limitation, (A) all raw materials, work in process, finished goods and materials used or consumed in the manufacture, production, preparation or shipping thereof, (B) goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and (C) goods that are returned to or repossessed or stopped in transit by such Grantor, and all accessions thereto and products thereof and documents therefor, and all software related thereto, including, without limitation, software that is imbedded in and is part of the inventory (any and all such property being the "Inventory");

        (iii)  all accounts (including, without limitation, health-care-insurance receivables), chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts, letter-of-credit rights, general intangibles (including, without limitation, payment intangibles) and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or otherwise relating to the foregoing property (any and all of such accounts, chattel paper, instruments, deposit accounts, letter-of-credit rights, general intangibles and other obligations, to the extent not referred to in clauses (iv), (v) or (vi) below, being the "Receivables", and any and all such supporting obligations, security agreements, mortgages, Liens, leases, letters of credit and other contracts being the "Related Contracts");

        (iv)  the following (the "Security Collateral"):

        (A)  the shares of stock or other Equity Interests (the "Initial Pledged Equity") set forth opposite such Grantor's name on and as otherwise described in Schedule I hereto and issued by the Persons named therein, and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;

        (B)  the indebtedness (the "Initial Pledged Debt") owed to such Grantor (including the indebtedness in a principal amount of $1,000,000 or more set forth opposite such Grantor's name on and as otherwise described in Schedule II hereto and issued by the obligors named therein), and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt;

        (C)  all additional shares of stock and other Equity Interests of or in any issuer of the Initial Pledged Equity, any Subsidiary directly owned by such Grantor, or any successor entity from time to time acquired by such Grantor in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the "Pledged Equity"), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to

4

time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants, rights or options issued thereon or with respect thereto;

        (D)  all additional indebtedness from time to time owed to such Grantor (such indebtedness, together with the Initial Pledged Debt, being the "Pledged Debt") and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and

        (E)  all other investment property (including, without limitation, all securities (whether certificated or uncertificated), security entitlements, securities accounts, commodity contracts and commodity accounts) in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, distributions, value, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all subscription warrants, rights or options issued thereon or with respect thereto;

        (v)   all contracts or agreements to which any Grantor is a party (including, without limitation, the Intercompany Cash Management Agreement), in each case as such contracts or agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the "Assigned Agreements"), including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) claims of such Grantor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of such Grantor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the "Agreement Collateral");

        (vi)  the following (collectively, the "Account Collateral"):

        (A)  (1) the Collateral Deposit Account (as defined in the Credit Agreement), (2) the LC Collateral Account (as defined in the Credit Agreement), (3) all other deposit accounts from time to time maintained with any Lender or an Affiliate of a Lender listed on Schedule IV to the Lender Security Agreement (a copy of which is attached as Schedule IV hereto), and (4) all funds and financial assets from time to time credited thereto, all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Deposit Account, the LC Collateral Account and the Other Deposit Accounts;

        (B)  all promissory notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Trustee (or by the Collateral Agent pursuant to the Lender Security Agreement) for or on behalf of such Grantor; and

        (C)  all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral; and

5

        (vii) the following (collectively, the "Intellectual Property Collateral"):

        (A)  all United States, international and foreign patents, patent applications, utility models, and statutory invention registrations, including, without limitation, the patents and patent applications set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by supplements to this Agreement, each such supplement being in substantially the form of Exhibit F hereto (an "IP Security Agreement Supplement"), executed and delivered by such Grantor to the Trustee from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof, all inventions therein, all rights therein provided by international treaties or conventions and all improvements thereto, and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (the "Patents");

        (B)  all trademarks (including, without limitation, service marks), certification marks, collective marks, trade dress, logos, domain names, product configurations, trade names, business names, corporate names and other source identifiers, whether or not registered, whether currently in use or not, including, without limitation, all common law rights and registrations and applications for registration thereof, including, without limitation, the trademark registrations and trademark applications set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Trustee from time to time), and all other marks registered in the U.S. Patent and Trademark Office or in any office or agency of any State or Territory of the United States or any foreign country (but excluding any United States intent-to-use trademark application prior to the filing and acceptance of a Statement of Use or an Amendment to allege use in connection therewith to the extent that a valid security interest may not be taken in such an intent-to-use trademark application under applicable law), and all rights therein provided by international treaties or conventions, all renewals of any of the foregoing, together in each case with the goodwill of the business connected therewith and symbolized thereby, and all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (the "Trademarks");

        (C)  all copyrights, copyright applications, copyright registrations and like protections in each work of authorship, whether statutory or common law, whether published or unpublished, any renewals or extensions thereof, all copyrights of works based on, incorporated in, derived from, or relating to works covered by such copyrights, including, without limitation, the copyright registrations and copyright applications set forth in Schedule III hereto (as such Schedule III may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Collateral Agent from time to time), together with all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (the "Copyrights");

        (D)  all proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (the "Trade Secrets");

        (E)  all software, including, without limitation, computer software programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware, and documentation and materials relating thereto, and all rights with respect to the foregoing, together with any and all options, warranties, service contracts, program

6

services, test rights, maintenance rights, improvement rights, renewal rights and indemnifications and any substitutions, replacements, additions or model conversions of any of the foregoing (the "Computer Software");

        (F)  all license agreements, permits, authorizations and franchises, whether with respect to the Patents, Trademarks, Copyrights, Trade Secrets or Computer Software, or with respect to the patents, trademarks, copyrights, trade secrets, computer software or other proprietary right of any other Person, and all income, royalties and other payments now or hereafter due and/or payable to such Grantor with respect thereto, subject, in each case, to the terms of such license agreements, permits, authorizations and franchises (the "Licenses"); and

        (G)  any and all claims for damages for past, present and future infringement, misappropriation or breach with respect to the Patents, Trademarks, Copyrights, Trade Secrets, Computer Software or Licenses, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages;

        (viii) all commercial tort claims described in Schedule V hereto (collectively, the "Commercial Tort Claims Collateral");

        (ix)  all books and records (including, without limitation, customer lists, credit files, computer programs, software, printouts and other computer materials and records) of such Grantor pertaining to any of the Collateral;

        (x)   all rights to reimbursement or other payment under or in respect of any insurance policy (any and all such property being the "Insurance Receivables");

        (xi)  without limiting the generality of the foregoing, any other property of any Grantor, whether or not of the types described in clauses (i) through (x) of this Section 2(a), in which any Grantor shall at any time create a Lien in favor of the Collateral Agent as collateral security for any Lender Obligations (as defined in the Intercreditor Agreement); and

        (xii) all proceeds of, collateral for, and supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (i) through (xi) of this Section 2(a) and this clause (xii) and, to the extent not otherwise included, all (A) payments under Property Insurance Policies (whether or not the Trustee is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, (B) tort claims, including, without limitation, all commercial tort claims and (C) cash.

        (b)   Exclusions from Grant. Notwithstanding the foregoing, the Collateral shall not include:

        (i)    any accounts receivable and related assets that are subject to a security interest (including a security interest arising by virtue of a sale thereof) permitted by the New Indenture and created in connection with a Permitted Receivables Financing;

        (ii)   any voting Equity Interests in any Foreign Subsidiary in excess of 66% of all voting Equity Interests in such Foreign Subsidiary, provided that if a greater percentage of the voting Equity Interests in any Foreign Subsidiary is pledged to secure the Lender Obligations, then such greater percentage shall be pledged hereunder;

        (iii)  that portion, if any, of the indebtedness owed to the Grantors from any Subsidiary of the Company that is not a 3-16 Entity, or the instruments, if any, evidencing such indebtedness, that is in excess of the amount of such indebtedness or instruments that may be pledged hereunder without creating an obligation on the part of the Grantors to file separate financial statements with respect to such Subsidiary with the Securities and Exchange Commission pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X;

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        (iv)  that portion, if any, of the total value of (x) the voting Equity Interests in any Foreign Subsidiary and (y) the indebtedness owed to the Grantors from any Foreign Subsidiary, or the instruments, if any, evidencing such indebtedness to the extent that the portion of such total value pledged hereunder exceeds 66% of the total value of such Equity Interests, indebtedness and instruments of such Foreign Subsidiary;

        (v)   that portion of the rights of any Grantor under the Intercompany Cash Management Agreement representing claims against any Subsidiary of the Company that is not a 3-16 Entity that is in excess of the amount of such claims that may be pledged hereunder without creating an obligation on the part of the Grantors to file separate financial statements with respect to such Subsidiary with the Securities and Exchange Commission pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X;

        (vi)  motor vehicles and other assets the perfection of a security interest in which is subject to a certificate of title statute in the relevant jurisdiction;

        (vii) Equipment and other assets (x) leased by a Grantor under a lease that prohibits the granting of a Lien on such Equipment or other assets or (y) owned by a Grantor and subject to a Lien permitted under the New Indenture if the terms of such Lien prohibit the granting of another security interest in such Equipment or other assets; or

        (viii) any general intangibles or other rights arising under any agreement, contract, instrument, lease, license or other document (including any of the Assigned Agreements and/or Related Contracts) if (but only to the extent that) the grant of a security interest therein would constitute a violation of a valid and enforceable restriction in favor of a third party, unless and until all required consents shall have been obtained, provided that, in the event such Grantor shall obtain any such required consent to the grant of a security interest therein in favor of the Collateral Agent, such Grantor shall concurrently obtain a consent to the grant of a security interest therein in favor of the Trustee (and, in that connection, the Grantors hereby represent and warrant to the Trustee that they have not heretofore obtained any such consents in favor of the Collateral Agent with respect to collateral security under the Lender Security Agreement).

        SECTION 3.    Security for Obligations.    This Agreement secures, in the case of each Grantor, the payment of the Obligations including Post-Petition Interest thereon (collectively, the "Secured Obligations").

        SECTION 4.    Grantors Remain Liable.    Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor's Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Trustee of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement or any other New Indenture Document, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

        SECTION 5.    Delivery and Control of Security Collateral.    

        (a)    Certificated Securities.    All certificates or instruments representing or evidencing Security Collateral constituting Pledged Equity or Pledged Debt in a principal amount of $1,000,000 or more shall (to the extent not required to be delivered to the Collateral Agent under the Lender Security Agreement and held by the Collateral Agent pursuant to the provisions of the Intercreditor Agreement) be delivered to and held by or on behalf of the Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer

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or assignment in blank, and no certificates shall be issued with respect to any entity which has Pledged Equity hereunder unless such certificates are duly pledged promptly thereafter to the Trustee as and to the extent required hereunder. Upon prior written notice to the Company (and, in the case of the Pledged Equity in any Foreign Subsidiary, subject to any approvals required under the laws of the jurisdiction of organization of such Foreign Subsidiary), the Trustee shall have the right, at any time in its discretion, to transfer to or to register in the name of the Trustee or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 13(a), in each case to the extent required to ensure the perfection of the Trustee's security interest or, upon the occurrence of an Event of Default, to exercise any remedies hereunder. In addition, in connection with any exercise of remedies by the Trustee hereunder, the Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations.

        (b)    Uncertificated Securities.    With respect to any Security Collateral constituting Pledged Equity of a Subsidiary or joint venture in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof (or in the case of an issuer that is not a Subsidiary, such Grantor will use its reasonable efforts to cause the issuer thereof) either (i) to register the Trustee as the registered owner of such security (to the extent the Collateral Agent is not required to be registered as the registered owner thereof pursuant to the Lender Security Agreement) or (ii) to agree in an authenticated record with such Grantor and the Trustee that, upon the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Trustee without further consent of such Grantor.

        (c)    Securities Entitlements.    With respect to any Security Collateral in which any Grantor has any right, title or interest valued at $1,000,000 or more and that constitutes a security entitlement in which the Trustee is not the entitlement holder (to the extent the Collateral Agent is not required to be the entitlement holder pursuant to the Lender Security Agreement), such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Trustee as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Trustee that, upon notice from the Trustee of the occurrence and continuance of an Event of Default, such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Trustee without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a "Securities Account Control Agreement").

        (d)    Change of Securities Intermediaries.    No Grantor will change or add any securities intermediary that maintains any securities account in which any of the Security Collateral is credited or carried, or change or add any such securities account, in each case without first complying with the above provisions of this Section 5 in order to perfect the security interest granted hereunder in such Collateral.

        [(e)    Certain Exclusions.    Notwithstanding anything to the contrary set forth in this Agreement (including this Section 5), it is understood and agreed that (i) with respect to Security Collateral constituting uncertificated securities issued by the Perryville III Trust, the applicable Grantor shall comply with the provisions of this Section 5 as promptly as practicable after the Effective Date, (ii) with respect to Security Collateral constituting certificated securities issued by HFM Tray Canada Ltd., the applicable Grantor shall only be required to use commercially reasonable efforts to comply with the provisions of this Section 5 as promptly as practicable after the Effective Date, and (iii) with respect to Security Collateral constituting Pledged Equity of Foreign Subsidiaries, the applicable Grantors shall comply with the provisions of this Section 5 as promptly as practicable after the Effective Date, except that in the case of this clause (iii) no Grantor shall be required to take any

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such action that would be contrary to the local law applicable to any such Foreign Subsidiary or which would require such Grantor or Foreign Subsidiary to seek approval from any local governmental authority having jurisdiction over such Foreign Subsidiary (other than any such actions required in connection with the pledges described on Schedule VIII hereof which shall be taken by the deadlines established under Section 5.15(b) or 6.17, as the case may be, of the Credit Agreement).]

        SECTION 6.    Maintaining the Account Collateral.    Until all Note Obligations have been paid in full, except as contemplated by Section 6.16 of the Credit Agreement, each Grantor will maintain all Account Collateral only with a Lender or an Affiliate of a Lender (a "Pledged Account Bank") that has agreed, in a record authenticated by the Grantor, the Collateral Agent, the Pledged Account Bank and the Trustee, to (i) comply (subject to the provisions of the Intercreditor Agreement) with instructions originated by the Trustee directing the disposition of funds in the Account Collateral maintained with such Pledged Account Bank without the further consent of the Grantor and (ii) waive or subordinate (subject to the provisions of the Intercreditor Agreement) in favor of the Trustee all claims of such Pledged Account Bank (including, without limitation, claims by way of a security interest, lien or right of setoff or right of recoupment) to the Account Collateral, which authenticated record shall be substantially in the form of Exhibit B hereto (the "Account Control Agreement").

        SECTION 7.    Intentionally Left Blank.This Section 7 has been intentionally left blank.    

        SECTION 8.    Maintaining Letter of Credit Rights and Giving Notice of Commercial Tort Claims.    Until all Note Obligations shall have been paid in full:

        (a)   Each Grantor will promptly give notice to the Trustee of any letter-of-credit rights of $5,000,000 or more in respect of any letter of credit that may arise in the future and will promptly execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action (which shall in any event be consistent with the action being taken in favor of the Collateral Agent pursuant to the Lender Security Agreement), to subject such letter-of-credit rights to the security interest created under this Agreement (including, without limitation, using its commercially reasonably efforts to maintain all letter-of-credit rights assigned to the Trustee so that the Trustee has control of such letter-of-credit rights in the manner specified in Section 9-107 of the UCC); and

        (b)   Each Grantor will promptly give notice to the Trustee of any commercial tort claim of $5,000,000 or more that may arise in the future and will promptly execute or otherwise authenticate a supplement to this Agreement to subject such commercial tort claim to the security interest created under this Agreement.

        SECTION 9.    Representations and Warranties.    Each Grantor represents and warrants as follows:

        (a)   As of the date hereof, such Grantor's exact legal name (as defined in Section 9-503(a) of the UCC) and location (within the meaning of Section 9-307 of the UCC) is correctly set forth in its Perfection Certificate. As of the date hereof, the information set forth in such Grantor's Perfection Certificate is true and accurate in all respects.

        (b)   All Security Collateral consisting of certificated securities and instruments that constitute Pledged Equity or Pledged Debt in a principal amount of $1,000,000 or more have been delivered to the Trustee (or to the Collateral Agent under the Lender Security Agreement).

        (c)   Such Grantor is the legal and beneficial owner of the Collateral of such Grantor free and clear of any Lien or adverse claim, except for the security interest created under this Agreement or permitted under the New Indenture. No effective financing statement or other instrument similar in effect covering all or any part of such Collateral or listing such Grantor or any trade name of such Grantor as debtor is on file in any recording office, except such as may have been filed in favor of the Collateral Agent or as otherwise permitted under the New Indenture.

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        (d)   The Pledged Equity pledged by such Grantor hereunder in any Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable. The Pledged Debt of any Subsidiary pledged by such Grantor hereunder (i) has been duly authorized, authenticated or issued and delivered and (ii) is the legal, valid and binding obligation of the issuer thereof, enforceable in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws, now or hereafter in effect, relating to or affecting the enforcement of creditors' rights generally and except that the remedy of specific performance and other equitable remedies are subject to judicial discretion.

        (e)   As of the date hereof, the Initial Pledged Equity pledged by such Grantor constitutes the percentage of the issued and outstanding shares of stock or other Equity Interest of the issuers thereof indicated on Schedule I hereto. The Initial Pledged Debt listed on Schedule II hereto includes all of the outstanding indebtedness in a principal amount of $1,000,000 or more as of the date hereof which is evidenced by a promissory note or other instrument owed to such Grantor by the issuers thereof.

        (f)    This Agreement creates in favor of the Trustee for the benefit of the Secured Parties a valid and, together with such filings and other actions required under this Agreement and actions that may be required in foreign jurisdictions with respect to Equity Interests in Foreign Subsidiaries, perfected first priority security interest (subject to any Liens otherwise permitted under the Credit Agreement) in the Collateral of such Grantor, securing the payment of the Secured Obligations.

        (g)   No material authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for

        (i)    the grant by such Grantor of the assignment, pledge and security interest granted hereunder or for the execution, delivery or performance of this Agreement by such Grantor, except (y) as the performance of this Agreement by Foster Wheeler International Corporation may be limited by the Caribe Letter and (z) for actions that may be required in foreign jurisdictions with respect to Equity Interests in Foreign Subsidiaries,

        (ii)   the perfection or maintenance of the assignment, pledge and security interest created hereunder (including the first priority nature of such assignment, pledge or security interest), except for (w) the filing of financing and continuation statements under the UCC, which financing statements will promptly be duly filed and in full force and effect, and actions that may be required in foreign jurisdictions with respect to Equity Interests in Foreign Subsidiaries, (x) the recordation of the Intellectual Property Security Agreements referred to in Section 12(c) with the U.S. Patent and Trademark Office and the U.S. Copyright Office, which Agreements will promptly be duly recorded and in full force and effect, and similar filings and/or actions that may be required in foreign jurisdictions with respect to foreign Intellectual Property Collateral, (y) in the case of Parent and Foreign Holdings, the filing of this Agreement as a "charge" under the Companies Act of 1981, Bermuda, to ensure the priority purported to be created hereby and (z) the actions described in Section 5 with respect to Security Collateral, which actions have been or will promptly be taken and in full force and effect, or

        (iii)  the exercise by the Trustee of its voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as (w) may be required in connection with the disposition of any portion of the Security Collateral by laws affecting the offering and sale of securities generally or as may be required by the UCC, (x) with respect to any Collateral owned by Parent or Foreign Holdings, may be required from the Bermuda Monetary Authority, (y) may be required from Banco Mercantil

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C.A. Banco Universal under the Caribe Letter and (z) may be required in foreign jurisdictions with respect to Equity Interests in Foreign Subsidiaries.

        (h)   The Inventory that has been produced or distributed by such Grantor has been produced in compliance with all applicable requirements of the Fair Labor Standards Act.

        (i)    As to itself and its Intellectual Property Collateral:

        (i)    The rights of such Grantor in or to any material Intellectual Property Collateral do not conflict with, misappropriate or infringe the intellectual property rights of any third party, and no claim has been asserted that the use of such Intellectual Property Collateral does or may infringe the intellectual property rights of any third party, except for any such misappropriations, infringements or claims that would not have a material impact on the overall value of all of the Collateral.

        (ii)   Such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to any material Intellectual Property Collateral and is entitled to use all such Intellectual Property Collateral without limitation, subject only to the license terms of the Licenses.

        (iii)  As of the date hereof, the Intellectual Property Collateral set forth on Schedule III hereto includes all of the material United States-issued patents, patent applications, trademark registrations and applications and copyright registrations and applications owned by such Grantor.

        (iv)  Such Grantor has made or performed all reasonable and necessary filings, recordings and other acts and has paid all required fees and taxes to maintain and protect its interest in each and every material item of Intellectual Property Collateral in full force and effect, and to protect and maintain its interest therein including, without limitation, recordations of any of its interests in the Patents and Trademarks with the U.S. Patent and Trademark Office, and recordation of any of its interests in the Copyrights with the U.S. Copyright Office. Such Grantor has used proper statutory notice in connection with its use of each material patent, trademark and copyright of the Intellectual Property Collateral, except for any such notices which the failure of the Grantor to give would not have a material impact on the overall value of all of the Collateral.

        (j)    As of the date hereof, no Grantor has any commercial tort claim (as defined in Section 9-102(13) of the UCC) of $5,000,000 or more other than those listed in Schedule V hereto.

        SECTION 10.    Further Assurances.    

        (a)    Execution of Further Instruments, Etc.    Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be necessary (including, without limitation, actions necessary to obtain control of Collateral (including letter-of-credit rights) as provided in Sections 9-104, 9-105, 9-106 and 9-107 of the UCC), in order to perfect and protect any pledge or security interest granted or purported to be granted by such Grantor hereunder or to enable the Trustee to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor; provided that (x) no Grantor shall be required to take any such action either: (i) with respect to Intellectual Property Collateral, in a foreign jurisdiction or (ii) with respect to any Collateral, under the Federal Assignment of Claims Act (or any similar state of local statute) and (y) with respect to any action that requires the consent of a third party, a Grantor shall only be required to use commercially reasonable efforts to obtain such consent (but shall in any event deliver such consent to the Trustee in the event such Grantor shall deliver a similar consent to the Collateral Agent under the Lender Security Agreement). Without limiting the generality of the foregoing but subject to the proviso

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above, each Grantor will promptly with respect to Collateral of such Grantor: (i) if any Pledged Debt in a principal amount of $1,000,000 or more shall be evidenced by a promissory note or other instrument, deliver and pledge to the Trustee hereunder (if not delivered to the Collateral Agent under the Lender Security Agreement) such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment; (ii) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or notices with respect to the Intellectual Property Collateral, as may be necessary or desirable in order to perfect and preserve the security interest granted or purported to be granted by such Grantor hereunder; (iii) deliver and pledge to the Trustee for benefit of the Secured Parties (if not delivered to the Collateral Agent under the Lender Security Agreement) certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; and (iv) deliver to the Trustee evidence that all other action that the Collateral Agent may be necessary or desirable in order to perfect and protect the security interest created by such Grantor under this Agreement has been taken.

        (b)    Authorization to File.    Each Grantor hereby authorizes the Trustee to file one or more financing or continuation statements, and amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of such Grantor, in each case without the signature of such Grantor, and regardless of whether any particular asset described in such financing statements falls within the scope of the UCC or the granting clause of this Agreement. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for the Trustee to have filed such financing statements, continuation statements or amendments filed prior to the date hereof. The Trustee will deliver to the Company copies of any such financing statements, continuation statements and amendments filed by it after the Effective Date.

        (c)    Further Identification of Collateral.    Each Grantor will furnish to the Trustee from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection with such Collateral as such Grantor shall deliver to the Collateral Agent under the Lender Security Agreement.

        SECTION 11.    Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts.    

        (a)    Certain Post-Closing Changes.    No Grantor will change its (i) legal name, (ii) location (within the meaning of Section 9-307 of the UCC) or (iii) federal taxpayer identification number from those set forth in its Perfection Certificate without first giving at least 15 days' prior written notice to the Trustee and taking all action required (which shall in any event be consistent with the action taken in favor of the Collateral Agent pursuant to the Lender Security Agreement) for the purpose of perfecting or protecting the security interest granted by this Agreement. No Grantor will become bound by a security agreement authenticated by another Person that is not a Grantor (determined as provided in Section 9-203(d) of the UCC) without giving the Trustee 30 days' prior written notice thereof and taking all action required (which shall in any event be consistent with the action taken in favor of the Collateral Agent pursuant to the Lender Security Agreement) to ensure that the perfection and first priority nature of the Trustee's security interest in the Collateral will be maintained.

        (b)    Rights upon Default.    The Trustee shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to such Grantor of its intention to do so, to notify the Obligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Trustee and (subject to the provisions of the Intercreditor Agreement) to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Trustee and, upon such notification and at the expense of such Grantor, to enforce collection of any such Assigned

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Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Trustee referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments) received by such Grantor in respect of the Assigned Agreements, Receivables and Related Contracts of such Grantor shall be received in trust for the benefit of the Trustee hereunder, shall be segregated from other funds of such Grantor and shall (subject to the provisions of the Intercreditor Agreement) be forthwith paid over to the Trustee in the same form as so received (with any necessary indorsement) to be held by the Trustee as additional collateral security hereunder and either (A) released to such Grantor so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 20(c) at the direction of the holders of more than 50% in aggregate principal amount of the Notes then outstanding and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof, or allow any credit or discount thereon.

        SECTION 12.    As to Intellectual Property Collateral.    

        (a)    Intellectual Property Security Agreement.    With respect to its Intellectual Property Collateral, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit E hereto (an "Intellectual Property Security Agreement"), for recording the security interest granted hereunder to the Trustee in such Intellectual Property Collateral with the U.S. Patent and Trademark Office and the U.S. Copyright Office necessary to perfect the security interest hereunder in such Intellectual Property Collateral.

        (b)    After-Acquired Intellectual Property.    Each Grantor agrees that, should it obtain an ownership interest in any item of the type set forth in Section 2(a)(vii) that is not on the date hereof a part of the Intellectual Property Collateral (the "After-Acquired Intellectual Property"), (i) the provisions of Section 2 shall automatically apply thereto, (ii) any such After-Acquired Intellectual Property and, in the case of trademarks, the goodwill of the business associated therewith or symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto and (iii) with respect to any such Intellectual Property Collateral that is registered in the U.S. Patent and Trademark Office or the U.S. Copyright Office, such Grantor shall (A) give to the Trustee written notice thereof on a quarterly basis, (B) execute and deliver to the Trustee, or otherwise authenticate, an IP Security Agreement Supplement covering such After-Acquired Intellectual Property as "Additional Collateral" thereunder and as defined therein and (C) record such IP Security Agreement Supplement with the U.S. Patent and Trademark Office or the U.S. Copyright Office.

        SECTION 13.    Voting Rights; Dividends; Etc.

        (a)    Prior to Default.    So long as no Event of Default shall have occurred and be continuing and such Grantor has not received the notice referred to in subsection (b) below:

        (i)    Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral consisting of Pledged Equity and Pledged Debt of such Grantor or any part thereof for any purpose other than originate Entitlement Orders (as defined in any Securities Account Control Agreement) with respect to the Securities Accounts; provided, however, that such Grantor will not exercise or refrain from exercising any such right if such action would constitute an Event of Default under the New Indenture.

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        (ii)   Each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the New Indenture Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral shall be, and (to the extent it constitutes Pledged Debt in a principal amount of $1,000,000 or more) shall be forthwith delivered to the Trustee (if not delivered to the Collateral Agent pursuant to the Lender Security Agreement) to hold as, Security Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Trustee, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Trustee (if not required to be delivered to the Collateral Agent pursuant to the Lender Security Agreement) as Security Collateral in the same form as so received (with any necessary indorsement).

        (iii)  The Trustee will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above.

        (b)   After Default. Upon the occurrence and during the continuance of an Event of Default and upon notice to the Grantors, but subject to the Intercreditor Agreement:

        (i)    All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 13(a)(i) shall, upon notice to such Grantor by the Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 13(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions.

        (ii)   All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 13(b) shall be received in trust for the benefit of the Trustee, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Trustee (if not required to be paid over to the Collateral Agent pursuant to the Lender Security Agreement) as Security Collateral in the same form as so received (with any necessary indorsement).

        (iii)  The Trustee shall be authorized to send to each Securities Intermediary as defined in and under any Securities Account Control Agreement a Notice of Exclusive Control as defined in and under such Securities Account Control Agreement.

        SECTION 14.    As to Letter-of-Credit Rights.    

        (a)    Prior to Default.    Each Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights in respect of any letter of credit of $5,000,000 or more to the Trustee, intends to (and hereby does) assign to the Trustee its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of such letters of credit of which it is or hereafter becomes a beneficiary. Each Grantor will promptly use its commercially reasonable efforts to cause the issuer of each such letter of credit and each nominated person (if any) with respect thereto to consent to such assignment of the proceeds thereof and deliver written evidence of such consent to the Trustee, provided that in any event such Grantor shall deliver a consent consistent with any consent delivered to the Collateral Agent under the Lender Security Agreement.

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        (b)    After Default.    Upon the occurrence and during the continuance of an Event of Default (but subject to the Intercreditor Agreement), each Grantor will, promptly (i) notify (and such Grantor hereby authorizes the Trustee to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit of $5,000,000 or more that the proceeds thereof have been assigned to the Trustee hereunder and any payments due or to become due in respect thereof are to be made directly to the Trustee or its designee (if not paid to the Collateral Agent under the Lender Security Agreement) and (ii) arrange for the Trustee to become the transferee beneficiary of such letter of credit (if the Collateral Agent has not been designated such transferee pursuant to the Lender Security Agreement).

        SECTION 15.    Insurance Receivables.    

        (a)    Grantor Beneficiary under Asbestos Policies.    Schedule VII hereto lists as of the date hereof each insurance policy that covers claims relating to asbestos liability under which any Grantor is a beneficiary or otherwise entitled to reimbursement or payment (any such policy, an "Asbestos Policy"). Each Grantor shall use its commercially reasonable efforts to notify each insurance company that is the issuer of any Asbestos Policy of, and deliver to the Trustee a consent and acknowledgment, in substantially the form of Exhibit C hereto, from each such insurance company to, the assignment of the receivables under such Asbestos Policy to the Trustee pursuant to this Agreement.

        (b)    Grantor Entitled to Payment under Asbestos Policies.    If any Grantor becomes a beneficiary or otherwise entitled to reimbursement or payment under any Asbestos Policy, such Grantor shall use its commercially reasonable efforts to notify the insurance company that is issuer of such Asbestos Policy of, and deliver to the Trustee a consent and acknowledgment, in substantially the form of Exhibit C hereto, from such insurance company to, the assignment of the receivables under such Asbestos Policy to the Trustee pursuant to this Agreement.

        SECTION 16.    Transfers and Other Liens.    Each Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the Collateral, other than sales, assignments and other dispositions of Collateral, and options relating to Collateral, permitted under the terms of the New Indenture, or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the pledge, assignment and security interest created under this Agreement and Liens permitted under the New Indenture.

        SECTION 17.    Trustee Appointed Attorney-in-Fact.    Each Grantor hereby irrevocably appoints the Trustee such Grantor's attorney in fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time upon the occurrence and during the continuance of an Event of Default, in the Trustee's discretion, to take any action and to execute any instrument that the Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

        (a)   to obtain and adjust insurance required to be paid to the Trustee pursuant to the New Indenture,

        (b)   to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

        (c)   to receive, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) or (b) above, and

        (d)   to file any claims or take any action or institute any proceedings that the Trustee may deem reasonably necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Trustee with respect to any of the Collateral.

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        SECTION 18.    Trustee May Perform.    If any Grantor fails to perform any agreement contained herein, the Trustee may, but shall not be obligated to, perform, or cause performance of, such agreement, and the expenses of the Trustee incurred in connection therewith shall be payable by such Grantor under Section 21; provided that, unless the Trustee determines that the circumstances do not so permit, the Trustee shall notify such Grantor of any such action ten Business Days' prior to taking, or causing to be taken, such action.

        SECTION 19.    Trustee Duties.    

        (a)    Preservation of Collateral.    The powers conferred on the Trustee hereunder are solely to protect the Secured Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Trustee shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

        (b)   Anything contained herein to the contrary notwithstanding, the Trustee may from time to time, when the Trustee deems it to be necessary, appoint one or more subagents (each a "Subagent") for the Trustee hereunder with respect to all or any part of the Collateral. In the event that the Trustee so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the Trustee, for the benefit of the Secured Parties, as security for the Secured Obligations of such Grantor, (ii) such Subagent shall automatically be vested, in addition to the Trustee, with all rights, powers, privileges, interests and remedies of the Trustee hereunder with respect to such Collateral, and (iii) the term "Trustee," when used herein in relation to any rights, powers, privileges, interests and remedies of the Trustee with respect to such Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Trustee.

        (c)    New Indenture Protections.    The provisions of Article 7 of the New Indenture shall inure to the benefit of the Trustee in respect of this Agreement and shall be binding upon the parties hereto in such respect.

        SECTION 20.    Remedies.    If either (x) any Event of Default shall have occurred and be continuing and the holders of a majority of the Note Obligations shall have so instructed the Trustee (but subject to the Intercreditor Agreement):

        (a)   The Trustee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Trustee forthwith, assemble all or part of the Collateral as directed by the Trustee and make it available to the Trustee at a place and time to be designated by the Trustee that is reasonably convenient to both parties; (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Trustee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Trustee may deem commercially reasonable; (iii) occupy any premises owned or leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without

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obligation to such Grantor in respect of such occupation; and (iv) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral, including, without limitation, (A) any and all rights of such Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, the Assigned Agreements, the Receivables, the Related Contracts and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to the Account Collateral and (C) exercise all other rights and remedies with respect to the Assigned Agreements, the Receivables, the Related Contracts and the other Collateral, including, without limitation, those set forth in Section 9-607 of the UCC. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

        (b)   The Trustee may, without notice to, or consent from, the Grantor, transfer, or direct the transfer of, funds from the Account Collateral to satisfy the Note Obligations. The Trustee shall notify the Grantor promptly following any such transfer or direction; provided that the failure to give such notice shall not affect the validity of such transfer or direction.

        (c)   Any cash held by or on behalf of the Trustee and all cash proceeds received by or on behalf of the Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Trustee, be held by the Trustee as collateral for, and/or then or at any time thereafter applied in whole or in part by the Trustee for the benefit of the Secured Parties against, all or any part of the Secured Obligations, in the following manner:

        (i)    to pay the expenses of such sale or disposition, including reasonable compensation to agents of and counsel for the Trustee, and all reasonable expenses, liabilities and advances incurred or made by the Trustee in connection with the Security Documents, and any other amounts then due and payable to the Trustee pursuant to Section 7.07 of the New Indenture;

        (ii)   to pay ratably all amounts in respect of the Note Obligations, until payment in full of the same shall have been made; and

        (iii)  to pay to the applicable Grantor or to whomsoever may be lawfully entitled to receive any surplus from the proceeds of the Collateral owned by it.

        (d)   All payments received by any Grantor under or in connection with any Assigned Agreement or otherwise in respect of the Collateral shall be received in trust for the benefit of the Trustee, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Trustee in the same form as so received (with any necessary indorsement).

        (e)   The Trustee may, without notice to any Grantor except as required by law and at any time or from time to time, charge, set off and otherwise apply all or any part of the Secured Obligations against any funds held with respect to the Account Collateral or in any other deposit account.

        (f)    In the event of any sale or other disposition of any of the Intellectual Property Collateral of any Grantor, the goodwill of the business connected with and symbolized by any Trademarks subject to such sale or other disposition shall be included therein, and such Grantor shall supply to the Trustee or its designee such Grantor's know-how and expertise, and documents and things relating to any Intellectual Property Collateral subject to such sale or other disposition, and such Grantor's customer lists and other records and documents relating to such Intellectual Property

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Collateral and to the manufacture, distribution, advertising and sale of products and services of such Grantor.

        (g)   If the Trustee shall determine to exercise its right to sell all or any of the Security Collateral of any Grantor pursuant to this Section 20, each Grantor agrees that, upon request of the Trustee, such Grantor will, at its own expense:

        (i)    if such Security Collateral constitutes Pledged Equity of a Subsidiary of such Grantor, execute and deliver, and cause the issuer of such Pledged Equity contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of the Trustee, advisable to register such Pledged Equity under the provisions of the Securities Act of 1933 (as amended from time to time, the "Securities Act"), to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished and to make all amendments and supplements thereto and to the related prospectus that, in the opinion of the Trustee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto;

        (ii)   use its best efforts to qualify such Security Collateral under the state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of such Security Collateral, as requested by the Trustee;

        (iii)  cause each such issuer of such Security Collateral to make available to its security holders, as soon as practicable, an earnings statement that will satisfy the provisions of Section 11(a) of the Securities Act; and

        (iv)  do or cause to be done all such other acts and things as may be necessary to make such sale of such Security Collateral or any part thereof valid and binding and in compliance with applicable law.

        Notwithstanding the foregoing, the Trustee is authorized, in connection with any such sale, if it deems it advisable to do so, (A) to restrict the prospective bidders on or purchasers of any of such Security Collateral to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Security Collateral, (B) to cause to be placed on certificates for any or all of such Security Collateral or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act and may not be disposed of in violation of the provisions of the Securities Act, and (C) to impose such other limitations or conditions in connection with any such sale as the Trustee deems necessary or advisable in order to comply with the Securities Act or any other law. The parties acknowledge and agree that only under very unusual circumstances, if ever, would the Trustee be required to register such Security Collateral under the Securities Act in order to effect a commercially reasonable sale.

        (h)   The Trustee is authorized, in connection with any sale of Security Collateral pursuant to this Section 20, to deliver or otherwise disclose to any prospective purchaser of such Security Collateral: (i) any registration statement or prospectus, and all supplements and amendments thereto, prepared pursuant to subsection (g)(i) above; and (ii) any other information in its possession relating to such Security Collateral.

        (i)    Each Grantor acknowledges the impossibility of ascertaining the amount of damages that would be suffered by the Secured Parties by reason of the failure by such Grantor to perform any of the covenants contained in subsection (g) above and, consequently, agrees that, if such Grantor shall fail to perform any of such covenants, the Trustee shall have the right of specific performance.

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        SECTION 21.    Indemnity and Expenses.    Each Grantor agrees to indemnify, defend and save and hold harmless each Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct.

        SECTION 22.    Intentionally Left Blank.    This Section 22 has been intentionally left blank.

        SECTION 23.    Amendments; Waivers; Trustee Actions; Additional Grantors; Etc.

        (a)    Amendments.    No amendment or waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Trustee or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. Except as otherwise provided in Section 20, the Trustee shall take instructions from the holders of a majority of the Note Obligations as to all matters. Any such action, including any release of Collateral, shall be binding on the Noteholders.

        (b)    Security Supplements.    Upon the execution and delivery, or authentication, by any Person of a security agreement supplement in substantially the form of Exhibit A hereto (each a "Security Agreement Supplement"), (i) such Person shall be referred to as an "Additional Grantor" and shall be and become a Grantor hereunder, and each reference in this Agreement and the other Loan Documents to "Grantor" shall also mean and be a reference to such Additional Grantor, and each reference in this Agreement and the other Loan Documents to "Collateral" shall also mean and be a reference to the Collateral of such Additional Grantor, and (ii) the supplemental schedules XII attached to each Security Agreement Supplement shall be incorporated into and become a part of and supplement Schedules XII, respectively, hereto, and the Trustee may attach such supplemental schedules to such Schedules; and each reference to such Schedules shall mean and be a reference to such Schedules as supplemented pursuant to each Security Agreement Supplement.

        SECTION 24.    Notices; Etc.    

        (a)    General.    Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to subsection (c) below) electronic mail address, as set forth in or designated pursuant to Section 12.03 of the New Indenture. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and other communications to the Trustee shall not be effective until actually received by the Trustee.

        (b)    Effectiveness of Facsimile Documents and Signatures.    Collateral Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and shall be

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binding on all parties hereto. The Trustee may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

        (c)    Limited Use of Electronic Mail.    Electronic mail and Internet and intranet websites may be used only to distribute routine communications, such as distribution of Collateral Documents for execution by the parties thereto, and may not be used for any other purpose.

        (d)    Reliance by Trustee.    The Trustee shall be entitled to rely and act upon any notices purportedly given by or on behalf of any Grantor even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Each Grantor shall indemnify the Trustee and its Affiliates from all losses and liabilities, and all reasonable costs and expenses, resulting from the reliance by such Person on each notice purportedly given by or on behalf of such Grantor absent gross negligence or willful misconduct. All communications with the Trustee may be recorded by the Trustee, and each of the parties hereto hereby consents to such recording.

        (e)    No Duty to Verify.    The Trustee may rely on any notice (whether or not such notice is made in a manner permitted or required by this Agreement or any New Indenture Document) purportedly made by or on behalf of the Company (including acting on behalf of any other Grantor) or any other Grantor, and the Trustee shall not have any duty to verify the identity or authority of any Person giving such notice.

        SECTION 25.    Continuing Security Interest; Assignments under the Credit Agreement.    This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the payment in full of the Note Obligations, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Trustee hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Secured Party may assign or otherwise transfer its Notes, or all or any portion of its rights and obligations under or in respect of the Notes, to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as provided in the New Notes Indenture.

        SECTION 26.    Release; Termination.    Collateral shall be released by the Trustee upon the request of the Company subject to the satisfaction of the conditions therefor set forth in Section 10.03 of the New Indenture.

        SECTION 27.    Security Interest Absolute.    All rights of the Trustee and the other Secured Parties and the pledge, assignment and security interest hereunder, and all obligations of each Grantor hereunder, shall be irrevocable, absolute and unconditional irrespective of, and each Grantor hereby irrevocably waives (to the maximum extent permitted by applicable law) any defenses it may now have or may hereafter acquire in any way relating to, any or all of the following:

        (a)   any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto;

        (b)   any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations or any other Obligations of any other Obligor under or in respect of the Loan Documents or any other amendment or waiver of or any consent to any departure from any Loan Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to any Obligor or any of its Subsidiaries or otherwise;

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        (c)   any taking, exchange, release or non perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations;

        (d)   any manner of application of any Collateral or any other collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Secured Obligations or any other Obligations of any other Obligor under or in respect of the Loan Documents or any other assets of any Obligor or any of its Subsidiaries;

        (e)   any change, restructuring or termination of the corporate structure or existence of any Obligor or any of its Subsidiaries;

        (f)    any failure of any Secured Party to disclose to any Obligor any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Obligor now or hereafter known to such Secured Party (each Grantor waiving any duty on the part of the Secured Parties to disclose such information);

        (g)   the failure of any other Person to execute this Agreement or any other Collateral Document, guaranty or agreement or the release or reduction of liability of any Grantor or other grantor or surety with respect to the Secured Obligations;

        (h)   any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, such Grantor or any other Grantor or a third party grantor of a security interest; or

        (i)    (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Grantor or other rights of such Grantor to proceed against any of the other Obligors, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Grantor hereunder.

        SECTION 28.    Execution in Counterparts.    This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.

        SECTION 29.    The Mortgages.    In the event that any of the Collateral hereunder is also subject to a valid and enforceable Lien under the terms of any Mortgage and the terms of such Mortgage are inconsistent with the terms of this Agreement, then with respect to such Collateral, the terms of such Mortgage shall be controlling in the case of fixtures and real estate leases, letting and licenses of, and contracts and agreements relating to the lease of, real property, and the terms of this Agreement shall be controlling in the case of all other Collateral.

        SECTION 30.    Governing Law.    This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

        SECTION 31.    Limitation of Liability.    It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by The Bank of New York, not individually or personally but solely as Owner Trustee of the Perryville III Trust, in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakings and agreements herein made on the part of the Perryville III Trust are made and intended not as personal representations, undertakings and agreements by The Bank of New York, but are made and intended for the purpose of

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binding only the Perryville III Trust, (c) nothing herein contained shall be construed as creating any liability on The Bank of New York, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties who are signatories to this Agreement and by any Person claiming by, through or under such parties and (d) under no circumstances shall The Bank of New York be personally liable for the payment of any indebtedness or expenses of the Perryville III Trust or the other Grantors or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Perryville III Trust or the other Grantors under this Agreement.

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        IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

ATTEST:		FOSTER WHEELER LLC By: Foreign Holdings Ltd., its sole member
By	Name: Title:	By	Name: Title:
		FOSTER WHEELER USA CORPORATION FOSTER WHEELER POWER GROUP, INC. (formerly known as FOSTER WHEELER ENERGY INTERNATIONAL, INC.) FOSTER WHEELER ENERGY CORPORATION FOSTER WHEELER INC. (formerly known as FOSTER WHEELER US HOLDINGS, INC.) FOSTER WHEELER INTERNATIONAL HOLDINGS, INC. FOREIGN HOLDINGS LTD. FOSTER WHEELER LTD. EQUIPMENT CONSULTANTS, INC. FOSTER WHEELER ASIA LIMITED FOSTER WHEELER CAPITAL & FINANCE CORPORATION FOSTER WHEELER CONSTRUCTORS, INC. FOSTER WHEELER DEVELOPMENT 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 INTERNATIONAL CORPORATION FOSTER WHEELER POWER SYSTEMS, INC. FOSTER WHEELER PYROPOWER, INC. FOSTER WHEELER REAL ESTATE DEVELOPMENT CORP. FOSTER WHEELER REALTY SERVICES, INC. FOSTER WHEELER VIRGIN ISLANDS, INC. FOSTER WHEELER ZACK, INC. FW MORTSHAL, INC. FW TECHNOLOGIES HOLDING, LLC HFM INTERNATIONAL, INC. PROCESS CONSULTANTS, INC. PYROPOWER OPERATING SERVICES COMPANY, INC.

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[To be completed]
By:	Name: Title:
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:

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TABLE OF CONTENTS
SECURITY AGREEMENT
PRELIMINARY STATEMENTS.

EX-4.23

Exhibit 4.23

INTERCREDITOR AGREEMENT

Intercreditor Agreement (this “Agreement”) dated as of                    , 2004, among BANK OF AMERICA, N.A., in its capacities as Administrative Agent and Collateral Agent (in such capacities, with its successors and assigns, the “Collateral Agent”) for the Lenders (as defined below), Wells Fargo Bank, N.A., as trustee (in such capacity, with its successors and assigns, the “Trustee”) for the Noteholders (as defined below), Foster Wheeler LLC, a Delaware limited liability company (the “Company”), and the subsidiaries of the Company from time to time parties hereto.

WHEREAS, the Company, the Borrowing Subsidiaries (as defined below), certain other Obligor Parties (as defined below), the Collateral Agent and the Lenders are parties to a Third Amended and Restated Credit Agreement dated as of August 2, 2002 (as amended, supplemented, restated or otherwise modified from time to time, the “Existing Credit Agreement”), pursuant to which the Lenders have agreed to make loans and extend other financial accommodations to the Company and the Borrowing Subsidiaries; and

WHEREAS, the Company and certain Guarantors will enter into an indenture (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Existing New Indenture”) with the Trustee pursuant to which Senior Secured Notes due 2011, Series A and Series B (collectively, the “Notes”), consisting of $150,000,000 of rollover notes and $120,000,000 of upsized notes, will be issued to certain holders (together with their respective successors and assigns, the “Noteholders”, and, together with the Trustee, the “Note Parties”); and

WHEREAS, the Company, the Borrowing Subsidiaries and the other Obligor Parties have granted to the Collateral Agent security interests in the Common Collateral (as defined below) as security for payment and performance of the Lender Obligations;

WHEREAS, pursuant to the terms of the Existing Credit Agreement the Company, the Borrowing Subsidiaries and the other Obligor Parties may not grant additional security interests in the Common Collateral without the requisite consent of the Lenders thereunder; and

WHEREAS, the parties hereto wish to provide, inter alia, for (i) the consent of the Collateral Agent and the Lenders to the grant of the Liens on the Common Collateral to the Trustee as collateral security for the obligations of the Company, the Borrowing Subsidiaries and the other Obligor Parties under the Existing New Indenture and the Notes and (ii) certain intercreditor arrangements (including with respect to the relative priority of their Liens on the Common Collateral) between the Collateral Agent and the Lenders, on the one hand, and

the Trustee and the Noteholders, on the other hand, in each case on the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence and sufficiency of which is expressly recognized by all of the parties hereto, the parties agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01.  Definitions.  The following terms, as used herein, have the following meanings:

“Adequate Protection Payment” means any cash payment constituting “adequate protection” within the meaning of section 361 of the Bankruptcy Code but excluding (i) the accrual and payment of Post-Petition Interest and (ii) fees and expenses of advisers, in the case of each of the foregoing clauses (i) and (ii) owing to either the Lender Parties or the Note Parties.  For avoidance of doubt, such adequate protection payments may be calculated at a rate per annum that may or may not be equal to the contractual rate of interest applicable to the relevant secured obligations, but, in such circumstances, shall nonetheless constitute an Adequate Protection Payment and not a current Post-Petition Interest payment unless and until the court shall have determined by final non-appealable order that the recipient of such payments is entitled to the payment of Post-Petition Interest pursuant to section 506(b) of the Bankruptcy Code (it being understood that an appeal solely of other findings and rulings also contained in any order ruling that any Note Party is entitled to Post-Petition Interest shall not prevent such order from being deemed final and non-appealable as to Post-Petition Interest).

“Applicable Indenture” means the Existing New Indenture, as in effect on the date hereof and without giving effect to any modifications or supplements thereto after the date hereof unless expressly consented to in writing by the Collateral Agent (in its discretion) for purposes of this definition.

“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time.

“Borrowing Subsidiaries” means Foster Wheeler USA Corporation, a Delaware corporation, Foster Wheeler North America Corp., a Delaware corporation (formerly known as Foster Wheeler Power Group, Inc.), and Foster Wheeler Energy Corporation, a Delaware corporation, in each case for so long as

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such Persons are Subsidiaries of the Company, and their respective successors and assigns.

“Cash Collateralize” means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the Lender Parties, as collateral for the applicable Letter of Credit Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent.  Derivatives of such term shall have corresponding meaning.  Each Obligor Party hereby grants the Collateral Agent, for the benefit of the Lender Parties, a security interest in all such cash and deposit account balances.

“Collateral Agent” has the meaning set forth in the introductory paragraph hereof.

“Common Collateral” means all assets that are both Lender Collateral and Noteholder Collateral.

“Company” has the meaning set forth in the introductory paragraph hereof.

“Comparable New Indenture Document” means, in relation to any Common Collateral subject to any Credit Agreement Document, that New Indenture Document that creates a security interest in the same Common Collateral, granted by the same Obligor Party, as applicable.

“Credit Agreement” means (i) the Existing Credit Agreement and (ii) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Credit Agreement or any other agreement or instrument referred to in this clause (ii) so long as such agreement or instrument (x) expressly provides that it is intended to be and is a Credit Agreement hereunder, (y) expressly provides that the Lender Parties thereunder shall be bound by the provisions of this Agreement that purport to be binding on them and (z) is a permitted “Credit Facility” under Section 4.05(b)(1) of the Applicable  Indenture.  Any reference to the Credit Agreement hereunder shall be deemed a reference to any Credit Agreement then extant.

“Credit Agreement Documents” means the “Loan Documents” as defined in the Credit Agreement, and any other documents that are, at any time, designated under the Credit Agreement as “Credit Agreement Documents” for purposes of this Agreement, excluding, however, this Agreement.

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“Enforcement Action” means, with respect to the Lender Obligations or the Note Obligations, the exercise of any rights and remedies with respect to any Common Collateral securing such obligations or the commencement or prosecution of enforcement of any of the rights and remedies with respect to the Liens granted under, as applicable, the Credit Agreement Documents or the New Indenture Documents, or applicable law, including without limitation the exercise of any rights or remedies of a secured creditor under the UCC of any applicable jurisdiction or under the Bankruptcy Code.  Notwithstanding the foregoing, it is understood and agreed that the term “Enforcement Action” shall not include any demand for payment or acceleration of any of the Lender Obligations or Note Obligations, the commencement or prosecution of enforcement of any of the rights and remedies under, as applicable, the Credit Agreement Documents or the new Indenture Documents, or applicable law, including without limitation the exercise of any rights of set-off or recoupment, the filing of any bankruptcy or insolvency proceeding, or the imposition of interest at a post-default rate, in each case to the extent that the foregoing do not constitute an exercise of rights or remedies with respect to the Liens created in the Common Collateral.

“Existing Credit Agreement” has the meaning set forth in the first WHEREAS clause of this Agreement.

“Existing New Indenture” has the meaning set forth in the second WHEREAS clause of this Agreement.

“Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

“Lenders” means the “Lenders” as defined in the Credit Agreement, or any Persons that are, at any time, designated under the Credit Agreement as the “Lenders” for purposes of this Agreement.

“Lender Collateral” means all assets, whether now owned or hereafter acquired by the Company or any other Obligor Party, in which a Lien is granted or purported to be granted to any Lender Party as security for any Lender Obligation.

“Lender Misconduct” means bad acts or willful misconduct on the part of the Collateral Agent or any Lender Party that, in either of the foregoing events, result in the avoidance or subordination of a Lender Obligation (i) pursuant to section 510(c) of the Bankruptcy Code or (ii) pursuant to any other rule of law to the extent in the case of this clause (ii) that such bad acts or willful misconduct

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would also have satisfied the standard for avoidance or subordination pursuant to section 510(c) of the Bankruptcy Code.

“Lender Obligations” means (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made pursuant to the Credit Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to the Credit Agreement, (iii) all other obligations arising under the Wachovia Cash Management Agreement and (iv) all fees, expenses, indemnities and similar amounts payable from time to time pursuant to the Credit Agreement Documents, in each case whether or not allowed or allowable as a claim against any Obligor Party or its estate in an Insolvency Proceeding, but only so long as any of the foregoing constituting “Indebtedness” under and as defined in the Applicable Indenture do not exceed the amount thereof permitted under Section 4.05(b)(1) of the Applicable Indenture. To the extent any payment with respect to any Lender Obligation (whether by or on behalf of any Obligor Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Note Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the Lender Parties and the Note Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.  Notwithstanding the foregoing, in no event shall “Lender Obligations” include any Indebtedness in respect of Qualified Term Loans.

“Lender Obligations Payment Date” means the first date on which (i) the Lender Obligations have been indefeasibly paid in cash in full (or cash collateralized or defeased in accordance with the terms of the Credit Agreement Documents), (ii) all commitments to extend credit under the Credit Agreement Documents have been terminated, and (iii) there are no outstanding letters of credit or similar instruments issued under the Credit Agreement Documents (other than such as have been cash collateralized or defeased in accordance with the terms of the Credit Agreement Documents).

“Lender Parties” means the holders of the Lender Obligations.

“Lender Security Agreement” means the security agreement dated as of August 16, 2002 (as amended, supplemented, restated or otherwise modified from time to time) among the Company, certain Grantors (as defined in the Lender Security Agreement) and Bank of America, N.A., as collateral agent.

“Letter of Credit” means “Letter of Credit” as defined in the Credit Agreement.

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“Letter of Credit Obligations” means the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit and (ii) the aggregate amount of all unreimbursed drawings under all Letters of Credit.

“Lien” means, with respect to any asset, (i) any mortgage, deed of trust, deed to secure debt, lien, pledge, hypothecation, assignment, encumbrance, charge or security interest in, on or of such asset, (ii) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (iii) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“New Indenture” means (i) the Existing New Indenture and (ii) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing New Indenture or other agreement or instrument referred to in this clause (ii).  Unless otherwise specified herein, any reference to the New Indenture hereunder shall be deemed a reference to any New Indenture then extant.

“New Indenture Documents” means the New Indenture and the “Collateral Documents” under and as defined in the New Indenture and any documents that are designated under the New Indenture as “New Indenture Documents” for purposes of this Agreement, excluding, however, this Agreement.

“Noteholder Collateral” means all assets, whether now owned or hereafter acquired by the Company or any other Obligor Party, in which a Lien is granted or purported to be granted to any Note Party as security for any Note Obligation.

“Noteholders” has the meaning set forth in the second WHEREAS clause of this Agreement.

“Note Obligations” means (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under the New Indenture, (ii) all other obligations secured pursuant to the New Indenture Documents and (iii) all fees, expenses and other amounts payable from time to time pursuant to the New Indenture Documents, in each case whether or not allowed or allowable as a claim against any Obligor Party in an Insolvency Proceeding.  To the extent any payment with respect to any Note Obligation (whether by or on behalf of any Obligor Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent

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conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Lender Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the Lender Parties and the Note Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

“Note Party” means the Trustee and any holders of the Note Obligations.

“Notes” has the meaning set forth in the second WHEREAS clause of this Agreement.

“Obligor Party” means the Company and each direct or indirect affiliate or shareholder (or equivalent) of the Company or any of its affiliates that is now or hereafter becomes a party to the Credit Agreement or the New Indenture, or to any documents relating to either.

“Person” means any person, individual, sole proprietorship, partnership, joint venture, corporation, limited liability company, unincorporated organization, association, institution, entity, party, including any government and any political subdivision, agency or instrumentality thereof.

“Post-Petition Interest” means any interest, fees, expenses or other amounts that accrue or would have accrued after the commencement of any Insolvency Proceeding, whether or not allowed or allowable as a claim in any such Insolvency Proceeding.

“Proceeds” means “proceeds” as defined in Article 9 of the UCC.  Proceeds of Common Collateral shall in any event include any Adequate Protection Payment in respect of Common Collateral.

“Secured Parties” means the Lender Parties and the Note Parties.

“Standstill Period” means, with respect to any Obligor Party and the Common Collateral pledged by it, the period from and including the date hereof to and including the earliest of (i) the Lender Obligations Payment Date, (ii) the continuance for 90 or more days of an “event of default” under the New Indenture Documents, but only so long as the Lender Parties shall not be actively and diligently exercising remedies with respect to a material portion of the Common Collateral (unless the Lender Parties shall have been stayed from the commencement or prosecution of such exercise) and (iii) the commencement of an Insolvency Proceeding against such Obligor Party.

“Trustee” has the meaning set forth in the introductory paragraph hereof.

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“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“Wachovia Cash Management Agreement”means the Amended and Restated Account Control Agreement dated as of October 30, 2003 by and among Wachovia Bank, National Association, the Company and Bank of America, N.A., as collateral agent, or any successor, replacement, renewal or extension thereof on terms substantially similar to such agreement (a copy of which is delivered to the Trustee and which is certified pursuant to an Officers’ Certificate under the Indenture as being on terms substantially similar to the Wachovia Cash Management Agreement).

ARTICLE 2

LIEN PRIORITIES

Section 2.01.  Subordination of Liens.  (a) Subject to Section 2.01(c), any and all Liens now existing or hereafter created or arising in favor of any Note Party securing the Note Obligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the Lender Parties securing the Lender Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Note Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the UCC or any applicable law or any Credit Agreement Document or New Indenture Document or any other circumstance whatsoever and (iii) the fact that any such Liens in favor of any Lender Party securing any of the Lender Obligations are (x) subordinated to any Lien securing any obligation of any Obligor Party other than the Note Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.

(b)           No Lender Party or Note Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to the other.

(c)           If and to the extent that any Lender Obligation is avoided or subordinated to the Note Obligations or to unsecured creditors generally (and the Note Obligations are not similarly subordinated) by reason of Lender Misconduct, the rights and obligations under this Agreement of the Collateral Agent and the

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Loan Parties, on the one hand, and the Trustee and the Note Parties, on the other hand, with respect to such Lender Obligation shall no longer be applicable.

Section 2.02.  Nature of Lender Obligations.  The Trustee on behalf of itself and the other Note Parties acknowledges that the Lender Obligations are revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Lender Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the Lender Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Note Parties and without affecting the provisions hereof (it being understood that in no event shall the aggregate amount of the Lender Obligations constituting Indebtedness under the New Indenture exceed the amount thereof permitted under Section 4.05(b)(1) of the Applicable Indenture).  Subject to the foregoing, neither the lien priorities provided in Section 2.01 nor the other rights of the Secured Parties hereunder shall be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Lender Obligations or the Note Obligations, or any portion thereof.

Section 2.03.  Agreements Regarding Actions to Perfect Liens.  (a) The Trustee on behalf of itself and the other Note Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Trustee shall be in form satisfactory to the Collateral Agent.  Notwithstanding the foregoing, any such financing statement, filing or recording that is either (i) in the form approved by the Collateral Agent to be filed in favor of the Trustee concurrently with the execution and delivery of this Agreement or (ii) in the form filed by the Collateral Agent (and which contains a statement that the Lien of such filing or recording is junior and subordinate to the Lien in favor of the Collateral Agent), and in the case of either of the foregoing clauses (i) and (ii) which are certified to the Trustee and the Collateral Agent in an Officers’ Certificate as satisfying the requirements of said clauses, shall not require the approval of the Collateral Agent hereunder.

(b)           The Trustee agrees on behalf of itself and the other Note Parties that all mortgages, deeds of trust, deeds and similar instruments (collectively, “mortgages”) now or thereafter filed against real property in favor of or for the benefit of the Trustee shall be in form satisfactory to the Collateral Agent and shall contain the following notation:

“The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to Bank of America, N.A., and its successors and assigns, in such property,

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and securing “Lender Obligations” under and as defined in the Intercreditor Agreement dated as of                  , 2004 among the Obligor Parties, Bank of America, N.A., as Administrative Agent and Collateral Agent for the Lenders, and Wells Fargo Bank, N.A., as trustee for the Noteholders (in each case as defined in the Intercreditor Agreement).”

Notwithstanding the foregoing, any such mortgage, deed of trust or similar instrument that is either (i) in the form approved by the Collateral Agent to be filed in favor of the Trustee concurrently with the execution and delivery of this Agreement or (ii) in the form filed by the Collateral Agent (and which contains the foregoing statement that the Lien of such filing or recording is junior and subordinate to the Lien in favor of the Collateral Agent), and in the case of either of the foregoing clauses (i) and (ii) which are certified to the Trustee and the Collateral Agent in an Officers’ Certificate as satisfying the requirements of said clauses shall not require the approval of the Collateral Agent hereunder.

(c)           The Collateral Agent hereby acknowledges on behalf of itself and each of the Lenders (which acknowledgment shall be binding upon the Lenders) that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the UCC) over Common Collateral pursuant to the Credit Agreement Documents, such possession or control is also for the benefit of the Trustee and the other Note Parties solely to the extent required to perfect their security interest in such Common Collateral.  Nothing in the preceding sentence shall be construed to impose any duty on the Collateral Agent (or any third party acting on its behalf) with respect to such Common Collateral or provide a Noteholder or any other Note Party with any rights with respect to such Common Collateral beyond those specified in this Agreement and the New Indenture Documents, provided that promptly following the occurrence of the Lender Obligations Payment Date, the Collateral Agent shall (x) deliver to the Trustee, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the New Indenture Documents or (y) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Lender Parties and the Note Parties and shall not impose on the Lender Parties any obligations in respect of the disposition of any Common Collateral (or any Proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

Section 2.04.  No New Liens.  So long as the Lender Obligations Payment Date has not occurred, the parties hereto agree that (a) if any Note Party shall acquire or hold any Lien on any assets of any Obligor Party securing any Note Obligation which assets are not also subject to the first priority Lien of the Collateral Agent under the Credit Agreement Documents, then the Trustee (or the

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relevant Note Party) shall, without the need for any further consent of any other Note Party, and notwithstanding anything to the contrary in any other New Indenture Document (i) be deemed to hold and have held such Lien for the benefit of the Collateral Agent as security for the Lender Obligations and shall assign such Lien to the Collateral Agent as security for the Lender Obligations (in which case the Trustee may retain a junior Lien on such assets subject to the terms hereof) or (ii) if so requested by the Collateral Agent, release such Lien and (b) if any Lender Party shall acquire or hold any Lien on any assets of any Obligor Party securing any Lender Obligation which assets are not also subject to the second-priority Lien of the Trustee under the New Indenture Documents, then the Collateral Agent (or the relevant Lender Party) shall, without the need for any further consent of any other Lender Party, and notwithstanding anything to the contrary in any other Credit Agreement Document, be deemed to hold and have held a junior Lien on such assets for the benefit of the Trustee as security for the Note Obligations subject to the terms of this Agreement.  Each Obligor Party hereby consents to and confirms its grant of a Lien for the benefit of all Secured Parties on the terms set forth above.

ARTICLE 3

ENFORCEMENT RIGHTS

Section 3.01.  Exclusive Enforcement.  During the Standstill Period, the Lender Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Common Collateral, without any consultation with or consent of any Note Party.  Upon the occurrence and during the continuance of a default or an event of default under the Credit Agreement Documents, the Collateral Agent and the other Lender Parties may take and continue any Enforcement Action with respect to the Lender Obligations and the Common Collateral in such order and manner as they may determine in their sole discretion.

Section 3.02.  Standstill Period Waivers.  (a) The Trustee, on behalf of itself and the other Note Parties, agrees that, during the Standstill Period:

(i)            subject to Section 3.02(b), they will not oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Common Collateral by the Collateral Agent or any other Lender Party or any other Enforcement Action taken by or on behalf of the Collateral Agent or any other Lender Party;

(ii)           they have no right to (x) direct either the Collateral Agent or any other Lender Party to exercise any right, remedy or power with respect to the Common Collateral or pursuant to the Credit Agreement

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Documents or (y) subject to Section 3.02(b), consent or object to the exercise by the Collateral Agent or any other Lender Party of any right, remedy or power with respect to the Common Collateral or pursuant to the Lender Collateral Documents or to the timing or manner in which any such right is exercised or not exercised (or, to the extent they may have any such right described in this clause (ii), whether as a junior lien creditor or otherwise, they hereby irrevocably waive such right);

(iii)          they will not exercise any right, remedy or power under or with respect to, or otherwise take any action to enforce, any Noteholder Collateral Document;

(iv)          they will not commence judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over any Common Collateral, attempt any action to take possession of any Common Collateral, exercise any right, remedy or power with respect to, or otherwise take any action to enforce their interest in or realize upon, any Common Collateral; or

(v)           they will not seek, and hereby waive any right, to have the Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Common Collateral.

(b)           The Note Parties do not hereby waive any rights they may have under Part 6 of Article 9 of the UCC (or comparable provisions of other law with respect to Common Collateral not governed by Article 9 of the UCC) in connection with an Enforcement Action by the Lender Parties with respect to Common Collateral; provided that such rights are asserted within 20 days of receipt of written notice from the Collateral Agent of the commencement of any Enforcement Action with respect to the Common Collateral, in a notice from the Trustee to the Collateral Agent indicating whether the Note Parties make any objection thereto, and if any such objection is made, the basis therefor.  Unless such notice is given and the relevant basis therefor is specified in such notice, the Note Parties will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the Collateral Agent or any other Lender Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and neither the Collateral Agent nor any other Lender Party shall be liable for, any action taken or omitted to be taken by the Collateral Agent or any other Lender Party in connection with any Enforcement Action with respect to the Common Collateral.

Section 3.03.  Judgment Creditors.  In the event that any Note Party becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the

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Lender Liens and the Lender Obligations) as the other Liens securing the Note Obligations (created pursuant to the Noteholder Collateral Documents) subject to this Agreement.

Section 3.04.  No Additional Rights for the Company Hereunder.  Except as provided in Section 3.05, if any Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, the Company shall not be entitled to use such violation as a defense to any action by any Secured Party, nor to assert such violation as a counterclaim or basis for set off or recoupment against any Secured Party.

Section 3.05.  Actions Upon Breach.  (a) If any Note Party, contrary to this Agreement, commences or participates in any action or proceeding against the Company or the Common Collateral, the Company may, with the prior written consent of the Collateral Agent,  interpose as a defense or dilatory plea the making of this Agreement, and any Lender Party may intervene and interpose such defense or plea in its or their name or in the name of the Company.

(b)           Should any Note Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any Lender Party (in its or their own name or in the name of the Company) or the Company may obtain relief against such Note Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Trustee on behalf of each Note Party that (i) the Lender Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Note Party waives any defense that the Company and/or the Lender Parties cannot demonstrate damage and/or be made whole by the awarding of damages.

ARTICLE 4

APPLICATION OF PROCEEDS OF COMMON COLLATERAL; DISPOSITIONS AND
RELEASES OF COMMON COLLATERAL; INSPECTION AND INSURANCE

Section 4.01.  Application of Proceeds; Turnover Provisions.  (a) Subject to the further provisions of this Section 4.01, Proceeds of Common Collateral will be used to pay the Lender Obligations and the Note Obligations in the following order of priority:

(i)            To pay the fees and expenses of such sale or disposition, including reasonable compensation to agents of and counsel for the Collateral Agent, and all reasonable fees, expenses, liabilities and advances incurred or made by the Collateral Agent in connection with the

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Loan Documents, and any other amounts then due and payable to the Collateral Agent pursuant to Section 21 of the Lender Security Agreement or Section 10.06 of the Credit Agreement, (as each of said Sections, and related definitions, is in effect on the date hereof), until payment in full of such fees, expenses, liabilities, advances and other amounts shall have been made;

(ii)           To pay ratably any Lender Obligations constituting unreimbursed amounts, interest and fees due to the Lenders in respect of Letters of Credit outstanding under the Credit Agreement until payment in full of such unreimbursed amounts, interest and fees shall have been made;

(iii)          To Cash Collateralize ratably any Lender Obligations in respect of undrawn Letters of Credit outstanding under the Credit Agreement, until all such Lender Obligations then outstanding shall have been fully Cash Collateralized;

(iv)          To pay any Lender Obligations in respect of principal, interest or fees due under any revolving credit facility included in any new Credit Agreement until payment in full of such principal, interest or fees shall have been made;

(v)           To pay ratably any other Lender Obligations until payment in full of such Lender Obligations shall have been made;

(vi)          To pay any principal, interest or fees due to the Noteholders and any Qualified Term Loans under and as defined in the New Indenture, until payment in full of such principal, interest or fees shall have been made; and

(vii)         Any remaining amounts shall be remitted to the Company or the applicable obligor.

(b)           To the extent that the court in an Insolvency Proceeding authorizes current payments by any Obligor Party of either the fees and expenses of advisors to the Collateral Agent or the Trustee or of Post-Petition Interest in respect of the Lender Obligations or the Note Obligations, such payments may be made to and retained by the Lender Parties and the Note Parties, respectively, and shall not be required to be applied in accordance with the order of priorities reflected in Section 4.01(a).  For avoidance of doubt, however, the priorities as between the Lender Obligations and the Note Obligations established under Section 4.01(a) and the other provisions of this Agreement shall be taken into account in determining the entitlement of either the Lender Parties or the Note Parties to obtain such current payments.

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(c)           To the extent any Adequate Protection Payment payable to the Note Parties results in a reduction of the Note Obligations, the Note Parties shall, upon the turnover of such payment to the Lender Parties as provided above, be subrogated to the rights of the Lender Parties in respect of the Lender Obligations so paid from the proceeds of such Adequate Protection Payment; provided that no such right of subrogation shall be enforced until the Lender Obligation Payment Date (assuming for these purposes that Lender Obligations to which the Note Parties are subrogated do not constitute “Lender Obligations”).

(d)           Until the occurrence of the Lender Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting Proceeds, that may be received by any Note Party in violation of this Agreement shall be segregated and held in trust and promptly paid over to the Collateral Agent, for the benefit of the Lender Parties, in the same form as received, with any necessary endorsements, and each Note Party hereby authorizes the Collateral Agent to make any such endorsements as agent for the Trustee (which authorization, being coupled with an interest, is irrevocable).

Section 4.02.  Releases of Noteholder Liens.  (a) Upon any sale or disposition of Common Collateral permitted pursuant to the terms of the Credit Agreement Documents and the New Indenture that results in the release of the Lender Lien on any Common Collateral (excluding any sale or other disposition pursuant to any Enforcement Action), the Noteholder Lien on such Common Collateral (but not on any Proceeds of such Common Collateral not required to be paid to the Lender Parties) shall be automatically and unconditionally released with no further consent or action of any Person.  Upon any sale or disposition of Common Collateral pursuant to any Enforcement Action by the Lender Parties, the Noteholder Lien on such Common Collateral (but not on any Proceeds of such Common Collateral not required to be paid to the Lender Parties) shall be automatically and unconditionally released with no further consent or action of any Person.

(b)           The Trustee shall promptly execute and deliver such release documents and instruments and shall take such further actions as the Collateral Agent shall request to evidence any release of the Noteholder Lien described in Section 4.02(a).

(c)           In the event the Trustee fails to comply with its obligations under subsection (b) within 20 days of delivery of a written request therefor by the Collateral Agent in connection with an Enforcement Action, the Trustee hereby appoints the Collateral Agent and any officer or duly authorized person of the Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Trustee and in the name of the Trustee or in the Collateral Agent’s own name, from time to time, in the Collateral Agent’s sole discretion, for the purposes of

15

carrying out the terms of this paragraph, to execute and deliver any and all documents and instruments, and take such further actions, as may be necessary or desirable to evidence any release of the Noteholder Lien described in Section 4.02(a), in connection with such Enforcement Action, including, without limitation, executing and delivering any amendments or terminations of financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

Section 4.03.  Inspection Rights and Insurance.  (a) Subject to Section 3.02(b), any Lender Party and its representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral, and the Collateral Agent may advertise and conduct public auctions or private sales of the Common Collateral, in each case without notice to, the involvement of or interference by any Note Party or liability to any Note Party.

(b)           Until the Lender Obligations Payment Date has occurred, the Collateral Agent will have the sole and exclusive right (i) to be named as loss payee (and, to the extent only one party is permitted by any insurance company to be so named, additional insured) under any insurance policies maintained from time to time by any Obligor Party; (ii) to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder and (iii) to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral.  If any insurance company permits two additional insureds to be named under an insurance policy, the Trustee may be named as the second additional insured, provided that the priority of such designation is clearly reflected in the applicable documentation.

ARTICLE 5

INSOLVENCY PROCEEDINGS

Section 5.01.  Relief from the Automatic Stay.  The Trustee agrees, on behalf of itself and the other Note Parties, that none of them will oppose the granting of relief from the automatic stay or from any other stay in any Insolvency Proceeding to permit the Lender Parties to apply any Cash Collateral held in accordance with the terms of the Credit Agreement Documents to Lender Obligations then due in respect of Letters of Credit.

Section 5.02.  Adequate Protection.  The Trustee, on behalf of itself and the other Note Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the Collateral Agent or the Lender Parties for adequate protection consisting of senior replacement liens and senior superpriority claims or cash payments (b) any objection by the Collateral Agent or any other Lender Parties to any motion,

16

relief, action or proceeding which objection is based on a claim of a lack of such adequate protection (provided that if any Note Party moves for adequate protection and any Lender Party objects thereto, this subsection (b) shall not preclude any Note Party from responding to such objection) or (c) the payment of interest, fees, expenses or other amounts to the Collateral Agent or any other Lender Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise.  In any Insolvency Proceeding, the Trustee and the Note Parties may request, accept or retain adequate protection only in the form of (i) a replacement Lien on additional collateral, subordinated to the Liens thereon (if any) securing the Lender Obligations on the same basis as the other Liens securing the Note Obligations are so subordinated to the Lender Obligations under this Agreement and (ii) superpriority claims junior in all respects to the superpriority claims (if any) granted to the Lender Parties and (iii) subject to Section 4.01(a) and the application of all such payments in accordance therewith, Adequate Protection Payments.  In the event the Trustee or any other Note Party receives adequate protection in the form of a replacement Lien on additional collateral as to which there is no Lien securing the Lender Obligations and/or adequate protection in the form of a superpriority claim which is not junior to a superpriority claim in favor of the Lender Parties, then any Proceeds of or other realization upon any such Lien or claim shall be applied in accordance with Section 4.01 as if Proceeds of Common Collateral.

Section 5.03.  Avoidance Issues.  If any Lender Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Obligor Party, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Lender Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the Lender Obligations Payment Date shall be deemed not to have occurred.  If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto.

Section 5.04.  Separate Grants of Security and Separate Classification.  Each Note Party acknowledges and agrees that (a) the grants of Liens pursuant to the Credit Agreement Documents and the New Indenture Documents constitute two separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Common Collateral, the Note Obligations are fundamentally different from the Lender Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding.

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Section 5.05.  No Waivers of Rights of Parties.  (a) Nothing contained herein shall prohibit or in any way limit the Collateral Agent or any other Lender Party from objecting in any Insolvency Proceeding or otherwise to any action taken or proposed to be taken by any Note Party.   (b) Except as otherwise expressly provided in this Agreement, nothing contained herein shall prohibit or in any way limit the Trustee or any other Note Party from objecting in any Insolvency Proceeding or otherwise to any action taken or proposed to be taken by any Lender Party.

Section 5.06.  Effectiveness in Insolvency Proceedings.  This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under section 510(a) of the Bankruptcy Code, shall be effective both before and after the commencement of an Insolvency Proceeding.  All references in this Agreement to any Obligor Party shall include such Obligor Party as a debtor-in-possession and any receiver or trustee for such Obligor Party in any Insolvency Proceeding.

ARTICLE 6

NEW INDENTURE DOCUMENTS AND CREDIT AGREEMENT DOCUMENTS

Section 6.01. Amendment and Modification.  (a) Each Obligor Party and the Trustee, on behalf of itself and the Note Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the New Indenture Documents inconsistent with or in violation of this Agreement.

(b)           Each Obligor Party and the Collateral Agent, on behalf of itself and the Lender Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Credit Agreement Documents inconsistent with or in violation of this Agreement.

(c)           The Collateral Agent, on behalf of itself and the Lender Parties, hereby consents, on the terms and conditions set forth herein, to the grant of the security interests in the Common Collateral to the Trustee as collateral security for the obligations of the Company, the Borrowing Subsidiaries and the other Obligor Parties under the Existing New Indenture (as in effect on the date hereof) and the Notes.

ARTICLE 7

RELIANCE; WAIVERS; ETC.

Section 7.01.  Reliance.  The Credit Agreement Documents are deemed to have been executed and delivered, and all extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement.  The

18

Trustee, on behalf of it itself and the Note Parties, expressly waives all notice of the acceptance of and reliance on this Agreement by the Lender Parties.  The New Indenture Documents are deemed to have been executed and delivered and all extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement.  The Collateral Agent expressly waives all notices of the acceptance of and reliance by the Trustee and the Note Parties.

Section 7.02.  No Warranties or Liability.  The Trustee and the Collateral Agent acknowledge and agree that neither has made any representation or warranty with respect to the execution, validity, legality, completeness, collectibility or enforceability of any Credit Agreement Document or any New Indenture Document.  Except as otherwise provided in this Agreement, the Trustee and the Collateral Agent will be entitled to manage and supervise their respective extensions of credit to any Obligor Party in accordance with law and their usual practices, modified from time to time as they deem appropriate.

Section 7.03.  No Waivers.  No right or benefit of any party hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such party or any other party hereto or by any noncompliance by any Obligor Party with the terms and conditions of any of the Credit Agreement Documents or the New Indenture Documents.

ARTICLE 8

OBLIGATIONS UNCONDITIONAL

Section 8.01.  Modifications to Lender Obligations.  All rights of the Collateral Agent hereunder, and all agreements and obligations of the Trustee, the Company and the other Obligor Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of:

(i)            any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Lender Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Credit Agreement Document;

(ii)           prior to the Lender Obligations Payment Date, any exchange, release, lapse, non-perfection or (except as a result of Lender Misconduct as set forth in Section 2.01(c) above) avoidance or subordination of any security interest in any Common Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the Lender Obligations or any guarantee or guaranty thereof; or

19

(iii)          any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Obligor Party in respect of the Lender Obligations, or of any of the Trustee, or any Obligor Party, to the extent applicable, in respect of this Agreement;

in each case to the extent that the same does not result in the Indebtedness under the Credit Agreement Documents exceeding the amount permitted under Section 4.05(b)(1) of the Applicable Indenture.

Section 8.02.  Modifications to Note Obligations.  All rights and interests of the Trustee under this Agreement, and all agreements and obligations of the Collateral Agent, the Obligor Parties, to the extent applicable, hereunder, shall remain in full force and effect irrespective of:

(i)            any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Note Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any New Indenture Document;

(ii)           any exchange, release, voiding, avoidance (other than pursuant to section 510(c) of the Bankruptcy Code as a result of bad acts or willful misconduct by the Trustee or any Note Party) or non-perfection of any security interest in any Common Collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the Note Obligations or any guarantee or guaranty thereof; or

(iii)          any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Obligor Party in respect of the Note Obligations, or of any of the Collateral Agent or other Obligor Party, to the extent applicable, in respect of this Agreement.

ARTICLE 9

MISCELLANEOUS

Section 9.01.  Conflicts.  In the event of any conflict between the provisions of this Agreement and the provisions of any Credit Agreement Document or any New Indenture Document, the provisions of this Agreement shall govern.

Section 9.02.  Continuing Nature of Provisions.  This Agreement shall continue to be effective, and shall not be revocable by any party hereto, until the

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Lender Obligation Payment Date shall have occurred.  This is a continuing agreement and the Lender Parties and the Note Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, Company or any other Obligor Party on the faith hereof.

Section 9.03.  Amendments; Waivers.  No amendment or modification of any of the provisions of this Agreement shall be effective unless the same shall be in writing and signed by the Collateral Agent, the Trustee and, only if the rights or duties of any Obligor Party are directly affected thereby, such Obligor Party.  The approval of any such amendment or modification by the Collateral Agent shall be subject to (i) any requirement of consent of the Lenders expressly provided for in the applicable Credit Agreement with reference to this Agreement, or (ii) if no such express provision is contained therein, then with such consent of the Lenders as may be generally applicable to modifications of documents in respect of the Common Collateral; provided that (in the case of clause (ii)) any such amendment which alters the respective priorities of the Lender Obligations, on the one hand, and the Note Obligations, on the other hand, as set forth in Section 4.01 shall be subject to such requirement of Lender consent as would be applicable to a release of all Common Collateral.

Section 9.04.  Information Concerning Financial Condition of the Company and the Other Obligor Parties.  Each of the Trustee and the Collateral Agent hereby assume responsibility for keeping itself informed of  the financial condition of the Company and each of the other Obligor Parties and all other circumstances bearing upon the risk of nonpayment of the Lender Obligations or the Note Obligations.  The Trustee and the Collateral Agent hereby agree that no party shall have any duty to advise any other party of information known to it regarding such condition or any such circumstances.  In the event the Trustee or the Collateral Agent, in its sole discretion, undertakes at any time or from time to time to provide any information to any other party to this Agreement, it shall be under no obligation (a) to provide any such information to such other party or any other party on any subsequent occasion, (b) to undertake any investigation not a part of its regular business routine, or (c) to disclose any other information.

Section 9.05.  Governing Law.  This Agreement shall be construed in accordance with and governed by the law of the State of New York, except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than the State of New York are governed by the laws of such jurisdiction.

Section 9.06.  Submission to Jurisdiction.   (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern

21

District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that any Lender Party may otherwise have to bring any action or proceeding relating to this Agreement or any Credit Agreement Documents against the Company or any other Obligor Party or its properties in the courts of any jurisdiction.

(b)           The Company, each other Obligor Party and the Note Parties hereby irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so (x) any objection they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section and (y) the defense of an inconvenient forum to the maintenance of such action or proceeding.

(c)           Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.07.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 9.07.  Notices.  Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, or sent by overnight express courier service or United States mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or five (5) days after deposit in the United States mail (certified, with postage prepaid and properly addressed).  For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is delivered as provided in this Section) shall be as set forth below each party’s name on the signature pages hereof, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

Section 9.08.  Successors and Assigns.  (a) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and each of the Lender Parties and Note Parties and their respective successors and assigns, and nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral.  All references to any Obligor Party shall include any Obligor Party as debtor-in-possession and any receiver or trustee for such Obligor Party in any Insolvency Proceeding.

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(b)           Upon the refinancing or replacement of the Existing Credit Agreement, Bank of America, N.A. shall be succeeded as Collateral Agent hereunder by the administrative agent or similar representative of the Lenders under the Credit Agreement then in effect that executes and delivers to the Trustee a counterpart hereof agreeing to be a party hereto and be bound by the provisions hereof applicable to the Collateral Agent.  Such successor Collateral Agent shall thereupon succeed to all the rights and powers of the Collateral Agent hereunder, and the predecessor Collateral Agent shall be discharged from any further obligation hereunder; provided that the provisions of this Agreement, including without limitation Section 4.01(a)(i), shall continue to enure to the benefit of such predecessor Collateral Agent.

Section 9.09.  Headings.  Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 9.10.  Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 9.11.  Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall become effective when it shall have been executed by each party hereto.

ARTICLE 10

CONCERNING THE COLLATERAL AGENT

Section 10.01.  Authorization.  Notwithstanding any provision to the contrary contained elsewhere herein or in any Credit Agreement Document or any New Indenture Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein (or, with respect to the Lender Parties, in any Credit Agreement Document), nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender Party or any Note Party or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Collateral Agent.

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Section 10.02.  Delegation of Duties.  The Collateral Agent may execute any of its duties under this Agreement by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties.  The Collateral Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Section 10.03.  Liability of Agents.  Neither the Collateral Agent nor any of its Affiliates (any such person, an “Agent-Related Person”) shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender Party or any Note Party or participant for any recital, statement, representation or warranty made by any Obligor Party or any officer thereof, contained herein or in any Credit Agreement Document or any New Indenture Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any Credit Agreement Document or any New Indenture Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any Credit Agreement Document or any New Indenture Document, or for any failure of any Obligor Party or any other party to any Credit Agreement Document or any New Indenture Document to perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under any obligation to any Lender Party or any Note Party or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any Credit Agreement Document or any New Indenture Document, or to inspect the properties, books or records of any Obligor Party or any Affiliate thereof.

Section 10.04.  Reliance by Collateral Agent.  The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Obligor Party), independent accountants and other experts selected by the Collateral Agent.  The Collateral Agent shall be fully justified in failing or refusing to take any action hereunder unless it shall first receive such advice or concurrence of the number or percentage of Lender Parties and/or Note Parties as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lender Parties and the Note Parties against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  The Collateral Agent shall in all cases be fully protected in

24

acting, or in refraining from acting, under this Agreement in accordance with a request or consent of a majority of the Lender Parties and/or Note Parties, voting as separate classes (or such greater number of Lender Parties and/or Note Parties as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lender Parties and all the Note Parties.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

ATTEST:		FOSTER WHEELER LLC
		By:	Foster Wheeler Holdings Ltd. (formerly known as Foreign Holdings Ltd.), its sole member
By:		By:
	Name:			Name:
	Title:			Title:
		FOSTER WHEELER USA CORPORATION
		By:
				Name:
				Title:
		FOSTER WHEELER NORTH AMERICA CORP.
		By:
				Name:
				Title:
		FOSTER WHEELER ENERGY CORPORATION
		By:
				Name:
				Title:

	FOSTER WHEELER LTD.
	By:
			Name:
			Title:
		FOSTER WHEELER HOLDINGS LTD. (formerly known as Foreign Holdings Ltd.)
		By:
			Name:
			Title:
	FOSTER WHEELER INC.
	By:
			Name:
			Title:
FOSTER WHEELER INTERNATIONAL HOLDINGS, INC.
By:
			Name:
			Title:

EQUIPMENT CONSULTANTS, INC.
FOSTER WHEELER ASIA LIMITED
FOSTER WHEELER CAPITAL & FINANCE CORPORATION
FOSTER WHEELER CONSTRUCTORS, INC.
FOSTER WHEELER DEVELOPMENT 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 INTERNATIONAL CORPORATION
FOSTER WHEELER POWER SYSTEMS, INC.
FOSTER WHEELER PYROPOWER, INC.
FOSTER WHEELER REAL ESTATE DEVELOPMENT CORP.
FOSTER WHEELER REALTY SERVICES, INC.
FOSTER WHEELER VIRGIN ISLANDS, INC.
FOSTER WHEELER ZACK, INC.
FW MORTSHAL, INC.
FW TECHNOLOGIES HOLDING, LLC
HFM INTERNATIONAL, INC.
PROCESS CONSULTANTS, INC.
PYROPOWER OPERATING SERVICES COMPANY, INC.
FWPI LTD.
By:
	Name:
	Title:

ENERGY HOLDINGS, INC.
FOSTER WHEELER INTERNATIONAL CORPORATION
FOSTER WHEELER MIDDLE EAST CORPORATION
FOSTER WHEELER POWER CORPORATION
PGI HOLDINGS, INC.
By:
	Name:
	Title:

FW EUROPEAN E & C LTD.
CONTINENTAL FINANCE COMPANY LTD.
FINANCIAL SERVICES S.A.R.L.
FOSTER WHEELER TRADING COMPANY, LTD.
PERRYVILLE SERVICE COMPANY LTD.
FW HUNGARY LICENSING LIMITED LIABILITY COMPANY
FW OVERSEAS OPERATIONS LIMITED
FW MANAGEMENT OPERATIONS, LTD.
MANOPS LIMITED
FOSTER WHEELER PETROLEUM SERVICES S.A.E.
FW ENERGIE B.V.
FOSTER WHEELER EUROPE LIMITED
F.W.-GESTAO E SERVICOS, S.A.
FOSTER WHEELER CANADIAN RESOURCES, LTD.
LA SOCIETE D’ENERGIE FOSTER WHEELER LTEE.
SINGLETON PROCESS SYSTEMS GmbH
HFM TRAY CANADA LTD.
FOSTER WHEELER INGENIEROS Y CONSTRUCTORES, S.A. de C.V.
FOSTER WHEELER AMERICA LATINA, LTDA.
P.E. CONSULTANTS, INC.
FOSTER WHEELER CARIBE CORPORATION, C.A.
FOSTER WHEELER AUSTRALIA PROPRIETARY LIMITED
FOSTER WHEELER CONTINENTAL B.V.
FOSTER WHEELER EUROPE B.V.
FOSTER WHEELER VIETNAM PRIVATE LTD.
FOSTER WHEELER ANDINA S.A.
FOSTER WHEELER (THAILAND) LIMITED
By:
	Name:
	Title:

FOSTER WHEELER (MALAYSIA) Sdn.
Bhd.
By:
	Name:	Keith Batchelor
	Title:	Authorized Signatory
FOSTER WHEELER CONSTRUCTORES
de MEXICO S. de R.L. de C.V.
By:
	Name:	Paul Mannion
	Title:	General Manager

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:

BANK OF AMERICA, N.A., as Collateral Agent for and on behalf of the Lender Parties
By:
	Name:
	Title:
Address for Notices:
Attention:
	Telecopy No.:
With a copy to:
Attention:
Telecopy No.:
WELLS FARGO BANK, N.A., as Trustee for and on behalf of the Note Parties
By:
	Name:
	Title:
Address for Notices:
Attention:
	Telecopy No.:
With a copy to:
Attention:
	Telecopy No.:

EX-5.1

Exhibit 5.1

[Conyers Dill & Pearman Opinion]

25 May 2004

Foster Wheeler Ltd.	DIRECT LINE:	441-299- 4943
Perryville Corporate Park	E-MAIL:	ajdickson@cdp.bm
Clinton, New Jersey 08809-4000	OUR REF:	AJD/nad/376559/d.111832
U.S.A.	YOUR REF:

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) as filed with the U.S. Securities and Exchange Commission (the "Commission") on 25 May, 2004 (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 99,768,745 common shares, par value US$1.00 per share of the Company (the "Common Shares"), an aggregate of 1,074,811.74 Series B Convertible Preferred Shares, par value US$1.00 per share of the Company, the terms of which (the "Terms") are to be substantially as set forth in the Certificate of Designation (the "Certificate of Designation") filed as Exhibit 4.20 to the Registration Statement (the "Preferred Shares" and together with the Common Shares, the "Shares"), an aggregate of US$150 million of Foster Wheeler LLC ("FWLLC")'s Fixed Rate Senior Secured Notes due 2011, Series A to be issued pursuant to an indenture (the "Indenture") to be entered into among FWLLC, the Company, Foster Wheeler Holdings Ltd. ("FW Holdings") the other subsidiary guarantors named therein and Wells Fargo Bank, National Association as trustee (the "Notes"), and of certain guarantees of the Notes, including guarantees of the Notes given by the Company and FW Holdings in the Indenture.

        For the purposes of giving this opinion, we have examined a copy of the Registration Statement and a facsimile copy of the form of the Indenture (which together with the Registration Statement, are referred to herein as the "Documents"). 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 or Assistant Secretary of such companies, on 23 April, 2004, copies of resolutions adopted by the boards of directors of the Company and FW Holdings, on 28 April, 2004, certified by the respective Secretary of such companies on 28 April, 2004 (collectively, all such resolutions the "Resolutions"), a copy of a letter to the Company from the Bermuda Monetary Authority dated 18 September, 2003 (the "BMA Permission") 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 Indenture, other than the Company and FW Holdings, to enter into and perform its respective obligations under the Indenture, (d) the due execution of the Indenture 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) that the Certificate of Designation will become effective as contemplated by the Resolutions prior to the issue of any of the Preferred Shares, (i) the validity and binding effect under the laws of the State of New York (the "Foreign Laws") of the Indenture in accordance with its terms, (j) that none of the parties to the Indenture has carried on or will carry on activities, other than the performance of its obligations under the Indenture, which would constitute the carrying on of investment business in or from Bermuda and that none of the parties to the Indenture, other than the Company and FW Holdings, will perform its obligations under the Indenture in or from Bermuda, (k) that on the date of entering into the Indenture and issuing the Shares each of the Company and FW Holdings will be, and after entering into the Indenture and after the Company has issued the Shares will be, able to pay their liabilities as they become due, (l) the boards of directors of the Company and FW Holdings acted in the best interests of the Company and FW Holdings, respectively, in authorising the entry into and execution on behalf of the Company and FW Holdings, respectively, of the Indenture and the Board of Directors of the Company acted in the best interests of the Company in authorizing the issue of the Shares, (m) 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, (n) 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 of the BMA Permission, (o) that the Board of Directors of the Company has exercised the power to issue the Shares on the terms contemplated by the prospectus contained in the Registration Statement for a proper purpose.

        The obligations of the Company and 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

2

        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 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 term, 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 Indenture.

        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 each 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
/s/ CONYERS DILL & PEARMAN

3

EX-5.2

Exhibit 5.2

KING & SPALDING OPINION

[LETTERHEAD OF KING & SPALDING LLP]

May 24, 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 Fixed Rate Senior Secured Notes Due 2011, Series A 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 in the Indenture (as defined below) (the “Subsidiary Guarantors” and collectively with Parent, the “Guarantors”), in respect of (i) the offer by the Company and Parent (the “Exchange Offer”) to exchange (a) the outstanding 9.00% Preferred Securities, Series I (liquidation amount $25 per trust security) issued by FW Preferred Capital Trust I (the “Trust Securities”) for up to 19,467,000 shares of the common stock of Parent (such class of stock, the “Common Shares”) and 210,000 Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share)(such class of preferred shares, the “Preferred Shares”), (b) the outstanding 6.50% Convertible Subordinated Notes due 2007 issued by Foster Wheeler Ltd. (the “Convertible Notes”) for up to 43,679,370 Common Shares and 470,400 Preferred Shares, (c) the 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) (together, the “Robbins Bonds”) for up to 24,212,175 Common Shares and 260,811.74 Preferred Shares, and (d) the outstanding 6.75% Senior Notes due 2005 of Foster Wheeler LLC (the “2005 Notes”) for up to $150,000,000 in principal amount of New Notes and up to 12,410,200 Common Shares and 133,600 Preferred Shares.

In so acting, we have reviewed the form of Indenture to be entered into among the Company, Wells Fargo Bank, National Association, as trustee, and the Guarantors, relating to the New Notes (the “Indenture”).  We have also 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, the Indenture, the New Notes and the Guarantees have been duly authorized by all requisite action by the Trustee and the Guarantors organized in states other than New York and Delaware, and that the Indenture 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 the Delaware Limited Liability Company Act, 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.             The Indenture 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 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.

2

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,

/s/ King & Spalding LLP

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EX-8.1

Exhibit 8.1

May 24, 2004

Foster Wheeler Ltd.

Perryville Corporate Park

Clinton, New Jersey 08809-4000

Ladies and Gentlemen:

                    We have acted as counsel to Foster and Wheeler Ltd., a Bermuda corporation (the “Company”), in connection with the Amendment No. 6 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 and Series B Convertible Preferred Shares (the “preferred 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 that mature on October 15, 2009 (the “2009 Series C Robbins bonds”), Series 1999 C Bonds that mature on October 15, 2024 (the “2024 Series C Robbins bonds”) and Series 1999 D Bonds (the “Series D Robbins bonds” and together with the 2009 Series C Robbins and the 2024 Series C Robbins bonds, the “Robbins 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 and (ii) the registration of Fixed Rate Senior Secured Notes due 2011 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.

                We have examined the Registration Statement and each indenture (and each supplemental indenture of 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 and further investigation as we have deemed relevant and necessary in connection with the opinion expressed herein.

                In rendering the opinion set forth in the Registration Statement, 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.

                We hereby confirm to you our opinion relating to matters of United States Federal income tax laws as set forth under the headings “U.S. Federal Income Tax Considerations” in the Registration Statement.

                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 headings “U.S. Federal Income Tax Considerations” in the Registration Statement.

Very truly your,

/s/ King & Spalding LLP

KING & SPALDING LLP

2

EX-12.1

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(in millions)

	Fiscal Year										Three Months Ended March 26, 2004		Three Months Ended March 28, 2003		Year Ended December 26, 2003 on a pro forma basis for the		Year Ended December 26, 2003 on a pro forma basis for the		Three Months Ended March 26, 2004 on a pro forma basis for the	Three Months Ended March 26, 2004 on a pro form basis for the
	1999		2000		2001		2002		2003						exchange offer(5)		exchange offer(6)		exchange offer(5)	exchange offer(6)
Earnings:
Net (loss) income prior to cumulative effect  of change in accounting principle	(146.1	)	37.0		(336.4	)	(374.7	)	(157.1	)	(4.3	)	(19.8	)	(128.4	)	(130.4	)	4.5	4.1
Taxes on net (loss) income	(48.2	)	15.2		123.4		14.7		47.4		13.5		7.4		47.4		47.4		13.4	13.4
Total fixed charges	94.0		96.0		97.6		95.1		104.7		27.5		24.0		71.4		73.4		17.6	18.0
Capitalized interest	(4.6	)	(.2	)	(.7	)	(1.4	)	(.3	)	—		(0.3	)	(.3	)	(.3	)	—	—
Capitalized interest amortized	2.2		2.4		2.2		2.3		2.3		0.6		0.6		2.3		2.3		0.6	0.6
Equity loss/(earnings of non-consolidated affiliated companies accounted for by the equity method, net of dividends)	(11.0	)	(8.9	)	(4.6	)	(4.3	)	(9.1	)	4.4		(3.5	)	(9.1	)	(9.1	)	4.4	4.4
	(113.7	)	141.5		(118.5	)	(268.3	)	(12.1	)	41.7		8.4		(16.8	)	(16.8	)	40.5	40.5
Fixed charges:
Interest expense (including dividend on trust preferred security)	70.2		83.3		84.5		83.0		95.5		25.4		21.8		62.2		64.2		15.5	15.9
Capitalized interest	4.6		.1		.7		1.4		.3		—		0.3		.3		.3		—	—
Imputed interest on non-capitalized lease payment	19.2		12.6		12.4		10.7		8.9		2.1		1.9		8.9		8.9		2.1	2.1
	94.0		96.0		97.6		95.1		104.7		27.5		24.0		71.4		73.4		17.6	18.0
Ration of earnings to combined fixed charges and preferred share dividends(1)(2)(3)	—		1.47		—		—		—		15.1		—		—		—		2.30	2.25

(1)Includes in fiscal years 1999, 2000, 2001, 2002 and 2003 and in the three month periods ended March 26, 2004 and March 28, 2003 dividends on preferred securities of a subsidiary trust of $15.2, $15.8, $15.8  $16.6, $18.1, $4.8 and $4.4, respectively.  The pro forma results for the year ended December 26, 2003 include a $13.9 million reduction in dividends on the trust securities, a $13.4 million reduction in interest on the convertible notes, a $1.1 million increase in interest on the 2005 notes under the modification method and a $3.1 million increase in interest on the 2005 notes under the extinguishment method, and a $7.4 million reduction in interest on  the Robbins bonds.  The pro forma results for the three months ended March 26, 2004 include a $3.7 million reduction in dividends on the trust securities, a $3.4 million reduction in interest on the convertible notes, a $0.3 million increase in interest on the 2005 notes under the modification method and a $0.7 million increase in interest on the 2005 notes under the extinguishment method, and a $1.8 million reduction in interest on the Robbins bonds.

(2)Includes increase in the tax valuation allowance of $197.0 in the year 2001, $175.6 in the year 2002 and $58.0 in the year 2003.

(3)Earnings are inadequate to cover fixed charges by $207.7, $216.1, $363.4, $116.8 and $15.6 for the fiscal years 1999, 2001, 2002 and 2003 and the three-month period ended March 28, 2003, respectively. The coverage deficiency is $88.2 for the year ended December 26, 2003 on a pro forma basis using the modification method for the exchange offer and $90.2 for the year ended December 26, 2003 on a pro forma basis using the extinguishment method for the exchange offer.

(4)Assumes that:

·holders of at least 75% of the aggregate liquidation amount of trust securities having validly tendered, and not validly withdrawn, those trust securities; and

·holders of at least 90% of the aggregate principal amount of convertible notes having validly tendered, and not validly withdrawn, those convertible notes; and

·holders of at least 90% of the aggregate principal amount of Robbins bonds having validly tendered, and not validly withdrawn, those Robbins bonds; and

·holders of at least 90% of the aggregate principal amount of 2005 notes having validly tendered, and not validly withdrawn, those 2005 notes.

(5)Assumes the treatment of the 2005 notes in the exchange offer is accounted for using the modification method.

(6)Assumes the treatment of the 2005 notes in the exchange offer is accounted for using the extinguishment method.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 10, 2004 except for Note 24 D as to which the date is March 26, 2004, relating to the consolidated financial statements, which appears in Foster Wheeler Ltd.’s Current Report on Form 8-K dated April 12, 2004. We also consent to the incorporation by reference of our report dated March 10, 2004 relating to the financial statement schedules, which appears in Foster Wheeler Ltd.’s Annual Report on Form 10-K for the year ended December 26, 2003. 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 report dated March 10, 2004 relating to the consolidated financial statements of Foster Wheeler Holdings Ltd., which appears in Foster Wheeler Ltd.’s Current Report on Form 8-K dated April 12, 2004.

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 10, 2004 relating to the financial statements of:

•Foster Wheeler LLC;

•Foster Wheeler International Holdings, Inc.;

•Foster Wheeler International Corporation;

•Foster Wheeler Europe Limited;

•Financial Services S.a.r.l.;

•FW Hungary Licensing Limited Liability Company; and

•FW Netherlands C.V.,

which appear in Foster Wheeler Ltd.’s Annual Report on Form 10-K for the year ended December 26, 2003.

/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey

May 24, 2004

EX-25.1

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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o    CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank)	94-1347393 (I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota (Address of principal executive offices)	57104 (Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

FOSTER WHEELER LLC(1)
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	22-3803814 (I.R.S. Employer Identification No.)
Perryville Corporate Park Clinton, New Jersey (Address of principal executive offices)	08809-4000 (Zip code)

Fixed Rate Senior Secured Notes due 2011
(Title of the indenture securities)

(1)

See Table 1—List of additional obligors

Table 1

        Address of each of the Guarantors listed below is Perryville Corporate Park, Clinton, New Jersey 08809-4000.

	Subsidiary Guarantor	Jurisdiction of Incorporation	I.R.S. Employer Identification Number
1.	Continental Finance Company Ltd.	Bermuda	Not applicable
2.	Energy Holdings, Inc.	Delaware	32-0100498
3.	Equipment Consultants, Inc.	Delaware	22-1899985
4.	Financial Services S.a.r.l.	Luxembourg	Not applicable
5.	Foster Wheeler Holdings Ltd.	Bermuda	22-3814170
6.	Foster Wheeler Asia Limited	Delaware	22-2428000
7.	Foster Wheeler Capital & Finance Corporation	Delaware	22-3486371
8.	Foster Wheeler Constructors, Inc.	Delaware	22-2749540
9.	Foster Wheeler Development Corporation	Delaware	22-2109044
10.	FW Energie B.V.	Netherlands	Not applicable
11.	Foster Wheeler Energy Corporation	Delaware	22-2023682
12.	Foster Wheeler Energy Manufacturing, Inc.	Delaware	22-3293071
13.	Foster Wheeler Energy Services, Inc.	California	76-0271671
14.	Foster Wheeler Enviresponse, Inc.	Delaware	22-2574074
15.	Foster Wheeler Environmental Corporation	Texas	75-2512450
16.	Foster Wheeler Europe Limited	England	Not applicable
17.	Foster Wheeler Facilities Management, Inc.	Delaware	22-3144074
18.	Foster Wheeler Inc.	Delaware	22-3800664
19.	Foster Wheeler Intercontinental Corporation	Delaware	13-2884486
20.	Foster Wheeler International Corporation	Delaware	13-6152983
19.	Foster Wheeler International Holdings, Inc.	Delaware	22-3800663
20.	Foster Wheeler Middle East Corporation	Delaware	22-3229745
21.	Foster Wheeler North America Corp.	Delaware	22-3248302
22.	Foster Wheeler Power Corporation	Delaware	22-2180356
23.	Foster Wheeler Power Systems, Inc.	Delaware	22-2271893
24.	Foster Wheeler Pyropower, Inc.	New York	95-3565932
25.	Foster Wheeler Real Estate Development Corp.	Delaware	22-2571704
26.	Foster Wheeler Realty Services, Inc.	Delaware	22-3800667
27.	Foster Wheeler USA Corporation	Delaware	22-2023683
28.	Foster Wheeler Virgin Islands, Inc.	Delaware	22-3235076
29.	Foster Wheeler Zack, Inc.	Delaware	22-3388258
30.	FW Hungary Licensing Limited Liability Company	Hungary	12562895-2-18
31.	FW Mortshal, Inc.	Delaware	33-0383026
32.	HFM International, Inc.	Delaware	22-2933225
33.	PGI Holdings, Inc.	Delaware	32-0100496
34.	Process Consultants, Inc.	Delaware	22-1830450
35.	Pyropower Operating Services Company, Inc.	California	33-0249382
36.	Perryville III Trust	New York	Not applicable

2

        Item 1.    General Information.    Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

Federal Reserve Bank of San Francisco
San Francisco, California 94120

(b)

Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

        Item 2.    Affiliations with Obligor.    If the obligor is an affiliate of the trustee, describe each such affiliation.

        None with respect to the trustee.

        No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.	Foreign Trustee.	Not applicable.
Item 16.	List of Exhibits.	List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*

Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

**

Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

***

Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

3

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 20^th day of May 2004.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Jane Y. Schweiger Jane Y. Schweiger
Vice President

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EXHIBIT 6

May 20, 2004

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/  JANE Y. SCHWEIGER Jane Y. Schweiger
Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2004, filed in accordance with 12 U.S.C. §161 for National Banks.

				Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
	Noninterest-bearing balances and currency and coin			$	13,890
	Interest-bearing balances				6,251
Securities:
	Held-to-maturity securities				0
	Available-for-sale securities				27,661
Federal funds sold and securities purchased under agreements to resell:
	Federal funds sold in domestic offices				1,436
	Securities purchased under agreements to resell				170
Loans and lease financing receivables:
	Loans and leases held for sale				29,359
	Loans and leases, net of unearned income		233,785
	LESS: Allowance for loan and lease losses		2,629
	Loans and leases, net of unearned income and allowance				231,156
Trading Assets					8,314
Premises and fixed assets (including capitalized leases)					2,787
Other real estate owned					180
Investments in unconsolidated subsidiaries and associated companies					284
Customers' liability to this bank on acceptances outstanding					69
Intangible assets
	Goodwill				7,915
	Other intangible assets				6,871
Other assets					11,217
Total assets				$	347,560
LIABILITIES
Deposits:
	In domestic offices			$	240,660
		Noninterest-bearing	78,496
		Interest-bearing	162,164
	In foreign offices, Edge and Agreement subsidiaries, and IBFs				15,087
		Noninterest-bearing	3
		Interest-bearing	15,084
Federal funds purchased and securities sold under agreements to repurchase:
	Federal funds purchased in domestic offices				18,617
	Securities sold under agreements to repurchase				3,028
Trading liabilities					4,973
Other borrowed money
	(includes mortgage indebtedness and obligations under capitalized leases)				18,180
Bank's liability on acceptances executed and outstanding					69
Subordinated notes and debentures					4,824
Other liabilities					9,494
Total liabilities				$	314,932
Minority interest in consolidated subsidiaries					70

EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		23,424
Retained earnings		7,812
Accumulated other comprehensive income		802
Other equity capital components		0
Total equity capital		32,558
Total liabilities, minority interest, and equity capital	$	347,560

I, James E. Hanson, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

James E. Hanson
Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Howard Atkins Dave Hoyt	Directors
John Stumpf

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FORM T-1
Table 1
SIGNATURE
Consolidated Report of Condition of Wells Fargo Bank National Association of 101 North Phillips Avenue, Sioux Falls, SD 57104 And Foreign and Domestic Subsidiaries, at the close of business March 31, 2004, filed in accordance with 12 U.S.C. §161 for National Banks.

EX-99.1

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Exhibit 99.1

TRUST SECURITIES LETTER OF TRANSMITTAL AND CONSENT

FOSTER WHEELER LTD.
Offer to Exchange up to 19,467,000 Common Shares and 210,000 Series B Convertible Preferred Shares (Liquidation preference $0.01 per preferred share)
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, including accrued dividends
and
Solicitation of Consents to Proposed Amendments to
the Indenture Relating to the 9.00% Junior Subordinated Deferrable
Interest Debentures, Series I of Foster Wheeler LLC
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

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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") and Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share) (the "Preferred 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 be entitled to receive 2.781 Common Shares and 0.03 Preferred Shares for each trust security (liquidation amount $25 per trust security) tendered in the exchange offer.

        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

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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 and Preferred 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 Preferred 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 and Preferred 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

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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.

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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 5 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 6 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.

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Box 2
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4, 5, and 6)

        To be completed ONLY if the certificates for Trust Securities not tendered or the certificates for the Common Shares or Preferred 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 or Preferred Shares 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 accepted for exchange or the certificates for the Common Shares or Preferred 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, Preferred Shares and any untendered Trust Securities to:

Name(s):	(Please Print or Type)
Address:	(Include Zip Code)
(Taxpayer Identification or Social Security Number)

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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:

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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:

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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, 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

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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 Trust Securities not tendered or exchanged or Common Shares or Preferred Shares 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 Foster Wheeler Ltd., Foster Wheeler LLC 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, Preferred Shares and/or substitute certificates evidencing Trust Securities 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

10

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 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, Common Shares and Preferred 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 for Common Shares and Preferred 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

11

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 and Preferred Shares; Return of Trust Securities.    Subject to the terms and conditions of the Exchange Offer, Foster Wheeler Ltd. will accept for exchange all validly tendered Trust Securities as soon as practicable after the Expiration Date and will issue Common Shares and Preferred Shares for the Trust Securities as soon as practicable thereafter. For purposes of the Exchange Offer, Foster Wheeler Ltd. will be deemed to have accepted tendered Trust Securities when, as and if Foster Wheeler Ltd. 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.

        14.   Under U.S. federal income tax law, a tendering holder of any Trust Securities that are accepted for exchange is required to furnish its taxpayer identification number ("TIN") on the enclosed Substitute Form W-9 or otherwise establish a basis for exemption from backup withholding. If the holder is an individual, the TIN is his or her Social Security number. If the holder fails to provide its TIN or otherwise establish an exemption from backup withholding, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS") and to backup withholding, at a 28% rate, on any reportable payment made by the Company (or its paying agent) within the United States to the holder. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder's U.S. federal income tax liability provided the required information is timely furnished to the IRS.

        Certain payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding requirements. In the case of a holder that is a foreign individual, the holder generally must submit to the Exchange Agent a properly completed IRS Form W-8BEN (which may be obtained from the Exchange Agent or on the IRS website at www.irs.gov) to establish his or her exemption from backup withholding with respect to any reportable payment made by the Company (or its paying agent) within the United States to the holder.

        For additional guidance, please refer to the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9."

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REQUEST FOR CERTAIN TAXPAYER INFORMATION

I.	Status.    Please indicate whether you are a:	o  U.S. citizen    o  Publicly traded U.S. corporation    o  Partnership
		o  Tax-exempt not-for-profit entity    o  Other
II.	Substitute Form W-9.

PAYOR'S NAME:  Foster Wheeler Ltd.
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part I—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW		TIN:   Social Security Number or Employer Identification Number
	Part II—For payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein.
Payer's Request for Taxpayer	Part III—Certification—Under penalties of perjury, I certify that:
Identification Number ("TIN") and Certification	(1)	The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me); and
	(2)	I am not subject to backup withholding becuase (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
	(3)	I am a U.S. person (including a U.S. resident alien).
SIGNATURE:			DATE                                , 2004
NAME:
ADDRESS:
CHECK APPROPRIATE BOX:  o  Individual/Sole Proprietor    o  Corporation    o  Partnership
o  Other (specify)

	Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you were no longer subject to backup withholding, do not cross out item (2)
NOTE:	FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me, and either (1) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment 28% of all payments pursuant to the Offer made to me thereafter will be withheld until I provide a number. If I do not provide a TIN within 60 days, any amounts withheld will be sent to the IRS as backup withholding.
Signature:	Date:                                , 2004

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the type of number to give the payor.

For this type of account		Give the SOCIAL SECURITY number of—
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)
3.	Custodian account or a minor (Uniform Gift to Minors Act)	The minor (2)
4.	a. The usual revocable      savings trust (grantor is      also trustee)	The grantor-trustee (1)
	b. So-called trust      account that is not a      legal or valid trust      under State law	The actual owner (1)
5.	Sole proprietorship or single member limited liability company ("LLC")	The owner (3)
6.	Sole proprietorship or single member LLC	The owner (3)
7.	A valid trust, estate, or pension trust	The legal entity (4)
8.	Corporate or LLC electing corporate status on IRS Form 8832	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agriculture program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

If you are an individual you must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or employer identification number (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:    If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

Obtaining a Number

If you do not have a taxpayer identification number or if you do not know your number, obtain Form SS-5, Application for a Social Security Card (for individuals), Form SS-4, Application for Employer Identification Number (for business and all other entities), or Form W-7 for Individual Taxpayer Identification Number (for alien individuals required to file U.S. tax returns) and apply for a number. You may obtain these forms at an office of the Social Security Administration or from the Internal Revenue Service (web site at www.irs.gov).

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

•

An organization exempt from tax under section 501(a), or an IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).



•

The United States or any agency or instrumentality thereof.



•

A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.



•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.



•

An international organization or any agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•

A financial institution.



•

A corporation.



•

A financial institution.



•

A dealer in securities or commodities required to register in the U.S., the District of Columbia, or a possession of the U.S.



•

A real estate investment trust.



•

A common trust fund operated by a bank under section 584(a).



•

An entity registered at all times during the tax year under the Investment Company Act of 1940.



•

A foreign central bank of issue.



•

A futures commission merchant registered with the Commodity Futures Trading Commission.



•

A middleman known in the investment community as a nominee or custodian.



•

A trust exempt from tax under section 664 or described in section 4947.

Exempt payees described above should complete and return a Substitute Form W-9 to avoid possible erroneous backup withholding. IF YOU ARE AN EXEMPT PAYEE, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER ON THE FORM, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM, AND RETURN THE FORM WITH THIS TRANSMITTAL LETTER.

If you are a nonresident alien or a foreign entity not subject to backup withholding, please complete, sign and return an appropriate Form W-8 (which may be obtained from the Exchange Agent or on the IRS web site at www.irs.gov) to establish your exemption from backup withholding.

In general, payments that are not subject to information reporting are not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N, and their regulations.

Privacy Act Notice.—Section 6109 requires you to give taxpayer identification numbers to payors who must file an information return with the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. Certain penalties may also apply.

Penalties

(1)    Penalty for Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your correct taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)    Civil Penalty for False Information with Respect to Withholding.—If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a penalty of $500.

(3)    Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE.

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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
REQUEST FOR CERTAIN TAXPAYER INFORMATION
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

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, including accrued dividends

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 below). 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

*

Liquidation amount $25 per trust security

2

        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):

3

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.

4

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 up to 19,467,000 Common Shares and 210,000 Series B
Convertible Preferred Shares (Liquidation preference $0.01 per preferred share)
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, including accrued dividends

and Solicitation of Consents to Proposed Amendments to

the Indenture Relating to the 9.00% Junior Subordinated Deferrable
Interest Debentures, Series I of Foster Wheeler LLC

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 its Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share) (the "Preferred 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.

2

EX-99.4

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EXHIBIT 99.4

FOSTER WHEELER LTD.
Offer to Exchange up to 19,467,000 Common Shares and 210,000 Series B
Convertible Preferred Shares (Liquidation preference $0.01 per preferred share)
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, including accrued dividends

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

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") and its Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share) (the "Preferred 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 Date of the Exchange Offer.

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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 up to 19,467,000 Common Shares (the "Common Shares") and 210,000 Series B Convertible Preferred Shares
(Liquidation preference $0.01 per preferred share) of
Foster Wheeler Ltd. ("Preferred Shares and together with the Common Shares, 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.

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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-99.6

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Exhibit 99.6

CONVERTIBLE NOTES LETTER OF TRANSMITTAL AND CONSENT

FOSTER WHEELER LTD.
Offer to Exchange up to 43,679,370 Common Shares and 470,400 Series B Convertible Preferred Shares (Liquidation preference $0.01 per preferred share)
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: Diane Amoroso Phone: (212) 815-3738 Fax: (212) 298-1915	The Bank of New York, London branch c/o The Bank of New York Attention: Diane Amoroso Phone: (212) 815-3738 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: Diane Amoroso Phone: (212) 815-3738 Fax: (212) 298-1915
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)" and its             Series B Convertible Preferred Shares (liquidation preference $.01 per preferred share) (the "Preferred 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 and unpaid interest, accepted for exchange, the holder of the Convertible Notes will receive 207.997 Common Shares and 2.240 Preferred Shares of Foster Wheeler Ltd.

        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

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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 and Preferred 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 and Preferred 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 Preferred 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 and Preferred 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

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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.

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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.

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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 and Preferred 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 Preferred 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 and Preferred 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, Preferred Shares and any untendered Convertible Notes to:

Name(s):	(Please Print or Type)
Address:	(Include Zip Code)
(Taxpayer Identification or Social Security Number)

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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:

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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:

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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, 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

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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 and Preferred 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.

10

        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, Preferred 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 and Preferred 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 and Preferred 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

11

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 and Preferred 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 and Preferred 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.

        14.    Under U.S. federal income tax law, a tendering holder of any Convertible Notes that are accepted for exchange is required to furnish its taxpayer identification number ("TIN") on the enclosed Substitute Form W-9 or otherwise establish a basis for exemption from backup withholding. If the holder is an individual, the TIN is his or her Social Security number. If the holder fails to provide its TIN or otherwise establish an exemption from backup withholding, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS") and to backup withholding, at a 28% rate, on any reportable payment made by the Company (or its paying agent) within the United States to the holder. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder's U.S. federal income tax liability provided the required information is timely furnished to the IRS.

        Certain payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding requirements. In the case of a holder that is a foreign individual, the holder generally must submit to the Exchange Agent a properly completed IRS Form W-8BEN (which may be obtained from the Exchange Agent or on the IRS website at www.irs.gov) to establish his or her exemption from backup withholding with respect to any reportable payment made by the Company (or its paying agent) within the United States to the holder.

        For additional guidance, please refer to the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9."

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REQUEST FOR CERTAIN TAXPAYER INFORMATION

I.	Status.    Please indicate whether you are a:	o  U.S. citizen    o  Publicly traded U.S. corporation    o  Partnership
		o  Tax-exempt not-for-profit entity    o  Other
II.	Substitute Form W-9.

PAYOR'S NAME:  Foster Wheeler Ltd.
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part I—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW		TIN:   Social Security Number or Employer Identification Number
	Part II—For payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein.
Payer's Request for Taxpayer	Part III—Certification—Under penalties of perjury, I certify that:
Identification Number ("TIN") and Certification	(1)	The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me); and
	(2)	I am not subject to backup withholding becuase (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
	(3)	I am a U.S. person (including a U.S. resident alien).
SIGNATURE:			DATE                                , 2004
NAME:
ADDRESS:
CHECK APPROPRIATE BOX:  o  Individual/Sole Proprietor    o  Corporation    o  Partnership
o  Other (specify)

	Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you were no longer subject to backup withholding, do not cross out item (2)
NOTE:	FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me, and either (1) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment 28% of all payments pursuant to the Offer made to me thereafter will be withheld until I provide a number. If I do not provide a TIN within 60 days, any amounts withheld will be sent to the IRS as backup withholding.
Signature:	Date:                                , 2004

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the type of number to give the payor.

For this type of account		Give the SOCIAL SECURITY number of—
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)
3.	Custodian account or a minor (Uniform Gift to Minors Act)	The minor (2)
4.	a. The usual revocable      savings trust (grantor is      also trustee)	The grantor-trustee (1)
	b. So-called trust      account that is not a      legal or valid trust      under State law	The actual owner (1)
5.	Sole proprietorship or single member limited liability company ("LLC")	The owner (3)
6.	Sole proprietorship or single member LLC	The owner (3)
7.	A valid trust, estate, or pension trust	The legal entity (4)
8.	Corporate or LLC electing corporate status on IRS Form 8832	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agriculture program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

If you are an individual you must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or employer identification number (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:    If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

Obtaining a Number

If you do not have a taxpayer identification number or if you do not know your number, obtain Form SS-5, Application for a Social Security Card (for individuals), Form SS-4, Application for Employer Identification Number (for business and all other entities), or Form W-7 for Individual Taxpayer Identification Number (for alien individuals required to file U.S. tax returns) and apply for a number. You may obtain these forms at an office of the Social Security Administration or from the Internal Revenue Service (web site at www.irs.gov).

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

•

An organization exempt from tax under section 501(a), or an IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).



•

The United States or any agency or instrumentality thereof.



•

A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.



•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.



•

An international organization or any agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•

A financial institution.



•

A corporation.



•

A financial institution.



•

A dealer in securities or commodities required to register in the U.S., the District of Columbia, or a possession of the U.S.



•

A real estate investment trust.



•

A common trust fund operated by a bank under section 584(a).



•

An entity registered at all times during the tax year under the Investment Company Act of 1940.



•

A foreign central bank of issue.



•

A futures commission merchant registered with the Commodity Futures Trading Commission.



•

A middleman known in the investment community as a nominee or custodian.



•

A trust exempt from tax under section 664 or described in section 4947.

Exempt payees described above should complete and return a Substitute Form W-9 to avoid possible erroneous backup withholding. IF YOU ARE AN EXEMPT PAYEE, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER ON THE FORM, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM, AND RETURN THE FORM WITH THIS TRANSMITTAL LETTER.

If you are a nonresident alien or a foreign entity not subject to backup withholding, please complete, sign and return an appropriate Form W-8 (which may be obtained from the Exchange Agent or on the IRS web site at www.irs.gov) to establish your exemption from backup withholding.

In general, payments that are not subject to information reporting are not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N, and their regulations.

Privacy Act Notice.—Section 6109 requires you to give taxpayer identification numbers to payors who must file an information return with the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. Certain penalties may also apply.

Penalties

(1)    Penalty for Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your correct taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)    Civil Penalty for False Information with Respect to Withholding.—If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a penalty of $500.

(3)    Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE.

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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
REQUEST FOR CERTAIN TAXPAYER INFORMATION
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

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 below). 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: Diane Amoroso Phone: (212) 815-3738 Fax: (212) 298-1915	(for Eligible Institutions only) The Bank of New York, London branch c/o The Bank of New York Attention: Diane Amoroso Phone: (212) 815-3738 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: Diane Amoroso Phone: (212) 815-3738 Fax: (212) 298-1915
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 up to 43,679,370 Common Shares and 470,400 Series B Convertible Preferred Shares
(Liquidation preference $0.01 per preferred share)
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 Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share) (the "Preferred 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"), including accrued and unpaid interest.

        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.

        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 Exchange 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 EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.9

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EXHIBIT 99.9

FOSTER WHEELER LTD.
Offer to Exchange up to 43,679,370 Common Shares and 470,400 Series B Convertible Preferred Shares
(Liquidation preference $0.01 per preferred share)
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") up to 43,679,370 of its Common Shares (the "Common Shares") and 470,400 Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share) ("the Preferred Shares") for any and all 6.50% Convertible Subordinated Notes due 2007 (the "Convertible Notes"), plus accrued and unpaid interest 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 Exchange 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 up to 43,679,370 Common Shares (the "Common Shares") and 470,400 Series B Convertible Preferred Shares
(Liquidation preference $0.01 per preferred share) of
Foster Wheeler Ltd. ("Preferred Shares and together with the Common Shares, 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 Convertible Notes 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 up to 24,212,175 Common Shares and 260,811.74 Series B Convertible Preferred Shares (Liquidation preference $0.01 per preferred share) 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: William Buckley Phone: (212) 815-5788 Fax: (212) 298-1915	The Bank of New York, London branch c/o The Bank of New York Attention: William Buckley Phone: (212) 815-5788 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: William Buckley Phone: (212) 815-5788 Fax: (212) 298-1915
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") and Series B Convertible Preferred Shares (liquidation preference $.01 per preferred share) (the "Preferred Shares") for any and all outstanding Series 1999 C Bonds maturing in 2009 (the "2009 Series C Robbins Bonds"), Series 1999 C Bonds maturing in 2024 (the "2024 Series C Robbins 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) (collectively, the "Robbins Bonds"), including accrued and unpaid interest.

        For each $1,000 in principal amount of 2009 Series C Robbins Bonds, plus accrued and unpaid interest, accepted for exchange, the holder will receive 212.961 Common Shares and 2.294 Preferred Shares of Foster Wheeler Ltd. For each $1,000 in principal amount of 2024 Series C Robbins Bonds, plus accrued and unpaid interest, accepted for exchange, the holder will receive 212.961 Common Shares and 2.294 Preferred Shares of Foster Wheeler Ltd. For each $1,000 in accreted principal amount outstanding as of December 26, 2003, of Series 1999 D Bonds accepted for exchange, the holder will receive 212.961 Common Shares and 2.294 Preferred 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.

2

        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 Common Shares and Preferred 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 and Preferred 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 Preferred 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 and Preferred 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.

3

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)
	2009 Series C Robbins Bonds
	2009 Series C Robbins Bonds Securities Certificate Number(s)*	Aggregate Principal Amount Represented by Certificate(s)*	Aggregate Principal Amount Tendered**
	Total
	2024 Series C Robbins Bonds
	2024 Series C Robbins Bonds Securities Certificate Number(s)*	Aggregate Principal Amount Represented by Certificate(s)*	Aggregate Principal Amount Tendered**
	Total
	Series D Robbins Bonds
	Series D 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.

4

Box 2
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4, 5, and 6)

        To be completed ONLY if the certificates for Robbins Bonds not exchanged or the Common Shares and Preferred 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 Preferred Shares 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 or the Common Shares and Preferred 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, Preferred Shares and any untendered Robbins Bonds to:

Name(s):	(Please Print or Type)
Address:	(Include Zip Code)
(Taxpayer Identification or Social Security Number)

5

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:

6

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:

7

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, 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.

8

        3.    Partial Tenders.    A holder may tender all or a portion of Robbins Bonds, but only in minimum increments of $1,000 in principal amount in the case of the 2009 Series C Robbins Bonds and 2024 Series C Robbins Bonds and in minimum increments of $1,000 in accreted principal amount outstanding as of December 26, 2003, in the case of Series D Robbins Bonds. 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 and Preferred 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 Preferred

9

Shares 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 and Preferred 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 Common Shares and Preferred 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

        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 and Preferred 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 and Preferred 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.

        14.    Under U.S. federal income tax law, a tendering holder of any Robbins Bonds that are accepted for exchange is required to furnish its taxpayer identification number ("TIN") on the enclosed Substitute Form W-9 or otherwise establish a basis for exemption from backup withholding. If the holder is an individual, the TIN is his or her Social Security number. If the holder fails to provide its TIN or otherwise establish an exemption from backup withholding, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS") and to backup withholding, at a 28% rate, on any reportable payment made by the Company (or its paying agent) within the United States to the holder. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder's U.S. federal income tax liability provided the required information is timely furnished to the IRS.

        Certain payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding requirements. In the case of a holder that is a foreign individual, the holder generally must submit to the Exchange Agent a properly completed IRS Form W-8BEN (which may be obtained from the Exchange Agent or on the IRS website at www.irs.gov) to establish his or her exemption from backup withholding with respect to any reportable payment made by the Company (or its paying agent) within the United States to the holder.

        For additional guidance, please refer to the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9."

11

REQUEST FOR CERTAIN TAXPAYER INFORMATION

I.	Status.    Please indicate whether you are a:	o  U.S. citizen    o  Publicly traded U.S. corporation    o  Partnership
		o  Tax-exempt not-for-profit entity    o  Other
II.	Substitute Form W-9.

PAYOR'S NAME:  Foster Wheeler Ltd.
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part I—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW		TIN:   Social Security Number or Employer Identification Number
	Part II—For payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein.
Payer's Request for Taxpayer	Part III—Certification—Under penalties of perjury, I certify that:
Identification Number ("TIN") and Certification	(1)	The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me); and
	(2)	I am not subject to backup withholding becuase (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
	(3)	I am a U.S. person (including a U.S. resident alien).
SIGNATURE:			DATE                                , 2004
NAME:
ADDRESS:
CHECK APPROPRIATE BOX:  o  Individual/Sole Proprietor    o  Corporation    o  Partnership
o  Other (specify)

	Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you were no longer subject to backup withholding, do not cross out item (2)
NOTE:	FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me, and either (1) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment 28% of all payments pursuant to the Offer made to me thereafter will be withheld until I provide a number. If I do not provide a TIN within 60 days, any amounts withheld will be sent to the IRS as backup withholding.
Signature:	Date:                                , 2004

12

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the type of number to give the payor.

For this type of account		Give the SOCIAL SECURITY number of—
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)
3.	Custodian account or a minor (Uniform Gift to Minors Act)	The minor (2)
4.	a. The usual revocable      savings trust (grantor is      also trustee)	The grantor-trustee (1)
	b. So-called trust      account that is not a      legal or valid trust      under State law	The actual owner (1)
5.	Sole proprietorship or single member limited liability company ("LLC")	The owner (3)
6.	Sole proprietorship or single member LLC	The owner (3)
7.	A valid trust, estate, or pension trust	The legal entity (4)
8.	Corporate or LLC electing corporate status on IRS Form 8832	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agriculture program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

If you are an individual you must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or employer identification number (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:    If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

Obtaining a Number

If you do not have a taxpayer identification number or if you do not know your number, obtain Form SS-5, Application for a Social Security Card (for individuals), Form SS-4, Application for Employer Identification Number (for business and all other entities), or Form W-7 for Individual Taxpayer Identification Number (for alien individuals required to file U.S. tax returns) and apply for a number. You may obtain these forms at an office of the Social Security Administration or from the Internal Revenue Service (web site at www.irs.gov).

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

•

An organization exempt from tax under section 501(a), or an IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).



•

The United States or any agency or instrumentality thereof.



•

A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.



•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.



•

An international organization or any agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•

A financial institution.



•

A corporation.



•

A financial institution.



•

A dealer in securities or commodities required to register in the U.S., the District of Columbia, or a possession of the U.S.



•

A real estate investment trust.



•

A common trust fund operated by a bank under section 584(a).



•

An entity registered at all times during the tax year under the Investment Company Act of 1940.



•

A foreign central bank of issue.



•

A futures commission merchant registered with the Commodity Futures Trading Commission.



•

A middleman known in the investment community as a nominee or custodian.



•

A trust exempt from tax under section 664 or described in section 4947.

Exempt payees described above should complete and return a Substitute Form W-9 to avoid possible erroneous backup withholding. IF YOU ARE AN EXEMPT PAYEE, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER ON THE FORM, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM, AND RETURN THE FORM WITH THIS TRANSMITTAL LETTER.

If you are a nonresident alien or a foreign entity not subject to backup withholding, please complete, sign and return an appropriate Form W-8 (which may be obtained from the Exchange Agent or on the IRS web site at www.irs.gov) to establish your exemption from backup withholding.

In general, payments that are not subject to information reporting are not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N, and their regulations.

Privacy Act Notice.—Section 6109 requires you to give taxpayer identification numbers to payors who must file an information return with the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. Certain penalties may also apply.

Penalties

(1)    Penalty for Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your correct taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)    Civil Penalty for False Information with Respect to Withholding.—If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a penalty of $500.

(3)    Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE.

14

QuickLinks

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
REQUEST FOR CERTAIN TAXPAYER INFORMATION
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

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 maturing in 2009 (the "2009 Series C Robbins Bonds"), the Series 1999 C Bonds maturing in 2024 (the "2024 Series C Robbins 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) (collectively, 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 below). 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: William Buckley Phone: (212) 815-5788 Fax: (212) 298-1915	(for Eligible Institutions only) The Bank of New York, London branch c/o The Bank of New York Attention: William Buckley Phone: (212) 815-5788 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: William Buckley Phone: (212) 815-5788 Fax: (212) 298-1915
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

*

Please specify if certificates relate to 2009 Series C Robbins Bonds, 2024 Series C Robbins Bonds or Series D Robbins Bonds. Please attach an additional page if necessary.

2

        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):

3

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.

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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 up to 24,212,175 Common Shares and 260,811.74 Series B
Convertible Preferred Shares
(Liquidation preference $0.01 preferred share)
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 up to 24,212,175 of its Common Shares (the "Common Shares") and 260,811.74 of its Series B Convertible Preferred Shares (liquidation preference $0.01 preferred share) (the "Preferred 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"), including accrued and unpaid interest in respect of the 2009 Series C Robbins bonds and 2024 Series C 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 Exchange 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 EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.14

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EXHIBIT 99.14

FOSTER WHEELER LTD.
Offer to Exchange up to 24,212,175 Common Shares and 260,811.74 Series B Convertible Preferred Shares
(Liquidation preference $0.01 per preferred Share)
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") and Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share) (the "Preferred 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"), including, in the case of the 2009 Series C Robbins Bonds and 2024 Series C Robbins Bonds, accrued and unpaid interest, 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 Exchange 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 2009 Series C Robbins Bonds to be Tendered*:           

        Aggregate Principal Amount of 2024 Series C Robbins Bonds to be Tendered*           

        Accreted Principal Amount of Series D 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 up to 24,212,175 Common Shares (the "Common Shares") and 260,811.74
Series B Convertible Preferred Shares
(Liquidation preference $0.01 per preferred share) of
Foster Wheeler Ltd. ("Preferred Shares and together with the Common Shares, 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 maturing in 2009,

$    in aggregate principal amount of Series 1999 C Bonds maturing in 2024, and

$    in accreted principal amount outstanding as of December 26, 2003, of Series 1999 D Bonds

        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 maturing in 2009,

$    in aggregate principal amount of Series 1999 C Bonds maturing in 2024, and

$    in accreted principal amount outstanding as of December 26, 2003 of Series 1999 D Bonds

        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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SIGN HERE

EX-99.16

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Exhibit 99.16

FOSTER WHEELER LLC
Offer to Exchange Fixed Rate Senior Secured Notes due 2011, Series A, issued by Foster Wheeler LLC
and Guaranteed by Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and the Subsidiary Guarantors
and up to 12,410,200 Common Shares and 133,600 Series B Convertible Preferred Shares
(Liquidation Preference $.01 per Preferred Share)
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: Carolle Montreuil Phone: (212) 815-5920 Fax: (212) 298-1915	The Bank of New York, London branch c/o The Bank of New York Attention: Carolle Montreuil Phone: (212) 815-5920 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: Carolle Montreuil Phone: (212) 815-5920 Fax: (212) 298-1915
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 Fixed Rate Senior Secured Notes due 2011, Series A, (the "New Notes") issued by the Company and guaranteed by Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and the subsidiary guarantors set forth in the Prospectus (collectively, with Foster Wheeler Ltd., the "Guarantors") and up to
12,410,200 Common Shares of Foster Wheeler Ltd (the "Common Shares") and up to 133,600 Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share) (the "Preferred Shares") of Foster Wheeler Ltd. for any and all outstanding 6³/4% Senior Secured Notes due 2005 (the "2005 Notes"), plus accrued and unpaid interest, 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.

        For each $1,000 in aggregate principal amount of 2005 Notes accepted for exchange, the holder of those 2005 Notes will receive $750 in principal amount of New Notes and 62.051 Common Shares and 0.668 Preferred Shares.

        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.

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        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 New Notes, Common Shares and Preferred 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 New Notes, Common Shares and Preferred 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 representing the New Notes, Common Shares and Preferred Shares (and accompanying documents, as appropriate), if certificated, to the undersigned at the address shown below in Box 1 or provide the name of the account at DTC to which the New Notes, Common Shares and Preferred 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

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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.

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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)
	2005 Notes 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.

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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 New Notes, Common Shares and Preferred 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: New Notes, Common Shares, Preferred Shares and any 2005 Notes not tendered 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 New Notes, Common Shares and Preferred 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 New Notes, Common Shares and Preferred Shares and any untendered 2005 Notes to:

Name(s):	(Please Print or Type)
Address:	(Include Zip Code)
(Taxpayer Identification or Social Security Number)

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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:

7

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:

8

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, 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.

9

        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 New Notes, Common Shares, Preferred 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 New Notes, Common Shares, Preferred Shares or substitute certificates evidencing 2005 Notes for principal amounts not tendered or

10

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 New Notes, Common Shares and Preferred 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 and Preferred 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.

11

        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 and Preferred 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 New Notes, Common Shares and Preferred 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.

        14.    Under U.S. federal income tax law, a tendering holder of any 2005 Notes that are accepted for exchange is required to furnish its taxpayer identification number ("TIN") on the enclosed Substitute Form W-9 or otherwise establish a basis for exemption from backup withholding. If the holder is an individual, the TIN is his or her Social Security number. If the holder fails to provide its TIN or otherwise establish an exemption from backup withholding, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS") and to backup withholding, at a 28% rate, on any reportable payment made by the Company (or its paying agent) within the United States to the holder. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder's U.S. federal income tax liability provided the required information is timely furnished to the IRS.

        Certain payees (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding requirements. In the case of a holder that is a foreign individual, the holder generally must submit to the Exchange Agent a properly completed IRS Form W-8BEN (which may be obtained from the Exchange Agent or on the IRS website at www.irs.gov) to establish his or her exemption from backup withholding with respect to any reportable payment made by the Company (or its paying agent) within the United States to the holder.

        For additional guidance, please refer to the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9."

12

REQUEST FOR CERTAIN TAXPAYER INFORMATION

I.	Status.    Please indicate whether you are a:	o  U.S. citizen    o  Publicly traded U.S. corporation    o  Partnership
		o  Tax-exempt not-for-profit entity    o  Other
II.	Substitute Form W-9.

PAYOR'S NAME:  Foster Wheeler Ltd.
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part I—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW		TIN:   Social Security Number or Employer Identification Number
	Part II—For payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein.
Payer's Request for Taxpayer	Part III—Certification—Under penalties of perjury, I certify that:
Identification Number ("TIN") and Certification	(1)	The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me); and
	(2)	I am not subject to backup withholding becuase (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
	(3)	I am a U.S. person (including a U.S. resident alien).
SIGNATURE:			DATE                                , 2004
NAME:
ADDRESS:
CHECK APPROPRIATE BOX:  o  Individual/Sole Proprietor    o  Corporation    o  Partnership
o  Other (specify)

	Certification Instructions—You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you were no longer subject to backup withholding, do not cross out item (2)
NOTE:	FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me, and either (1) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment 28% of all payments pursuant to the Offer made to me thereafter will be withheld until I provide a number. If I do not provide a TIN within 60 days, any amounts withheld will be sent to the IRS as backup withholding.
Signature:	Date:                                , 2004

13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the type of number to give the payor.

For this type of account		Give the SOCIAL SECURITY number of—
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)
3.	Custodian account or a minor (Uniform Gift to Minors Act)	The minor (2)
4.	a. The usual revocable      savings trust (grantor is      also trustee)	The grantor-trustee (1)
	b. So-called trust      account that is not a      legal or valid trust      under State law	The actual owner (1)
5.	Sole proprietorship or single member limited liability company ("LLC")	The owner (3)
6.	Sole proprietorship or single member LLC	The owner (3)
7.	A valid trust, estate, or pension trust	The legal entity (4)
8.	Corporate or LLC electing corporate status on IRS Form 8832	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agriculture program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

If you are an individual you must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or employer identification number (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:    If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

14

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

Obtaining a Number

If you do not have a taxpayer identification number or if you do not know your number, obtain Form SS-5, Application for a Social Security Card (for individuals), Form SS-4, Application for Employer Identification Number (for business and all other entities), or Form W-7 for Individual Taxpayer Identification Number (for alien individuals required to file U.S. tax returns) and apply for a number. You may obtain these forms at an office of the Social Security Administration or from the Internal Revenue Service (web site at www.irs.gov).

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

•

An organization exempt from tax under section 501(a), or an IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).



•

The United States or any agency or instrumentality thereof.



•

A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.



•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.



•

An international organization or any agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•

A financial institution.



•

A corporation.



•

A financial institution.



•

A dealer in securities or commodities required to register in the U.S., the District of Columbia, or a possession of the U.S.



•

A real estate investment trust.



•

A common trust fund operated by a bank under section 584(a).



•

An entity registered at all times during the tax year under the Investment Company Act of 1940.



•

A foreign central bank of issue.



•

A futures commission merchant registered with the Commodity Futures Trading Commission.



•

A middleman known in the investment community as a nominee or custodian.



•

A trust exempt from tax under section 664 or described in section 4947.

Exempt payees described above should complete and return a Substitute Form W-9 to avoid possible erroneous backup withholding. IF YOU ARE AN EXEMPT PAYEE, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER ON THE FORM, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM, AND RETURN THE FORM WITH THIS TRANSMITTAL LETTER.

If you are a nonresident alien or a foreign entity not subject to backup withholding, please complete, sign and return an appropriate Form W-8 (which may be obtained from the Exchange Agent or on the IRS web site at www.irs.gov) to establish your exemption from backup withholding.

In general, payments that are not subject to information reporting are not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N, and their regulations.

Privacy Act Notice.—Section 6109 requires you to give taxpayer identification numbers to payors who must file an information return with the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. Certain penalties may also apply.

Penalties

(1)    Penalty for Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your correct taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)    Civil Penalty for False Information with Respect to Withholding.—If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a penalty of $500.

(3)    Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE.

15

QuickLinks

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
REQUEST FOR CERTAIN TAXPAYER INFORMATION
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

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 below). 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: Carolle Montreuil Phone: (212) 815-5920 Fax: (212) 298-1915	(for Eligible Institutions only) The Bank of New York, London branch c/o The Bank of New York Attention: Carolle Montreuil Phone: (212) 815-5920 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: Carolle Montreuil Phone: (212) 815-5920 Fax: (212) 298-1915
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

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        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):

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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.

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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 Exchange 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 Fixed Rate Senior Secured Notes due 2011, Series A, issued by Foster Wheeler LLC
and Guaranteed by Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and the Subsidiary Guarantors
and up to 12,410,200 Common Shares and 133,600 Series B Convertible Preferred Shares
(Liquidation Preference $0.01 per Preferred Share) of Foster Wheeler Ltd.
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.

                    , 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 Fixed Rate Senior Secured Notes due 2011 (the "New Notes"), Common Shares of Foster Wheeler Ltd. (the "Common Shares") and Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share) of Foster Wheeler Ltd. (the "Preferred Shares") 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"), plus accrued and unpaid interest.

        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.

        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 EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.19

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EXHIBIT 99.19

FOSTER WHEELER LTD.
Offer to Exchange Fixed Rate Senior Secured Notes due 2011, Series A, issued by Foster Wheeler LLC
and Guaranteed by Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and the Subsidiary Guarantors
and up to 12,410,200 Common Shares and 133,600 Series B Convertible Preferred Shares
(Liquidation Preference $0.01 per Preferred Share) of Foster Wheeler Ltd.
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 Fixed Rate Senior Secured Notes due 2011 (the "New Notes") and 12,410,200 Common Shares of Foster Wheeler Ltd. (the "Common Shares") and 133,600 Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share) (the "Preferred Shares") of Foster Wheeler Ltd. for any and all outstanding 6³/4% Senior Secured Notes due 2005 (the "2005 Notes"), plus accrued and unpaid interest, 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 Exchange 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 Fixed Rate Senior Secured Notes due 2011, Series A,
Issued by Foster Wheeler LLC
And Guaranteed by Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and the Subsidiary Guarantors
and up to 12,410,200 Common Shares (the "Common Shares") and 133,600 Series B Convertible Preferred Shares (Liquidation Preference $0.01 per Share) of Foster Wheeler Ltd. ("Preferred Shares", and together with the Common Shares, 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 principal 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

EX-99.22

Exhibit 99.22

FORM OF LOCK-UP AGREEMENT

LOCK-UP AGREEMENT, dated as of [           ], 2004, by and among Foster Wheeler Ltd, a Bermuda company, Foster Wheeler LLC, a Delaware limited liability company (collectively, the “Companies,” and each, individually, a “Company”), and the undersigned beneficial owners (or investment managers or advisors for the beneficial owners) of the Convertible Notes (as defined below), the Robbins Bonds (as defined below), the Trust Securities (as defined below) and the 2005 Notes (as defined below, and collectively with the Convertible Notes, the Robbins Bonds and the Trust Securities, the “Securities”) identified on Schedule 1 on the date of this Agreement and each other beneficial owner (or investment managers or advisors for the beneficial owners) of the Securities that executes a counterpart signature page to this Agreement after the date of this Agreement, as provided in Section 25 (collectively, the “Security Holders”, and each, individually, a “Security Holder”).

For purposes hereof, all references in this Agreement to Security Holders or parties that are “signatories to this Agreement” shall mean, as of any date of determination, those Security Holders or parties, as the case may be, who executed and delivered this Agreement as an original signatory on or before the date of this Agreement, together with those additional Security Holders or parties, as the case may be, who, after the date of this Agreement but on or before such date of determination, became party to this Agreement by executing and delivering counterpart signature pages, as provided in Section 25.  After the date of this Agreement, when Security Holders become signatories to this Agreement, Schedule 1 shall be deemed updated to include the Securities held by such Security Holder.

WHEREAS, the Companies are seeking to cause the Restructuring (as defined below) substantially as reflected in the Form S-4 (as defined below), which sets forth the terms and conditions of the Exchange Offer (as defined below); and

WHEREAS, the Companies and the Security Holders desire that the Companies conduct the Exchange Offer and the issuance of the Upsized Notes (as defined below) as soon as practicable on the terms described in the Form S-4 to accomplish the Restructuring.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the signatories to this Agreement hereby agrees as follows:

1.Definitions.  The following terms shall have the following meanings:

“2005 Notes” means the 6 ³/₄% Notes due November 15, 2005, in a currently outstanding aggregate principal amount of approximately $200,000,000 issued by Foster

Wheeler Corporation (as succeeded by Foster Wheeler LLC) pursuant to the 2005 Notes Indenture.

“2005 Notes Indenture” means the Indenture dated as of November 15, 1995, as supplemented by the First Supplemental Indenture dated as of May 25, 2001 and the Second Supplemental Indenture dated as of August 16, 2002, between Foster Wheeler Corporation (as succeeded by Foster Wheeler LLC), the subsidiary co-obligors and guarantors named therein, and Harris Trust and Savings Bank (as succeeded by BNY Midwest Trust Company), as trustee.

“Agreement” means this Lock-Up Agreement, including the Schedules and each Annex hereto (including any agreements incorporated herein or therein).

“Business Day” means any day excluding Saturday, Sunday and any day that shall be in the City of New York a legal holiday or a day on which banking institutions are authorized or required by law or other governmental actions to close.

“Bonus Resolution” means the resolution by the board of directors of Foster Wheeler Ltd., required by Section 3(c) of the Certificate of Designation, in substantially the form of Exhibit A thereto.

“Certificate of Designation” means the Certificate of Designation relating to the Preferred Stock.

“Common Stock” means the Common Shares, par value $1.00 per share, of Foster Wheeler Ltd.

“Company SEC Documents” means all forms, reports, schedules, statements and other documents, including the Form S-4, as supplemented and amended since the time of filing through the date hereof, filed by each Company with the Commission under the Exchange Act or the Securities Act.

“Convertible Notes” means the 6.50% Convertible Subordinated Notes due 2007, in a currently outstanding aggregate principal amount of approximately $210,000,000 issued by Foster Wheeler Ltd. pursuant to the Convertible Notes Indenture.

“Convertible Notes Indenture” means the Indenture dated as of May 31, 2001, as amended by the First Supplemental Indenture dated as of February 20, 2002, among Foster Wheeler Ltd., Foster Wheeler LLC, as guarantor, and BNY Midwest Trust Company, as trustee.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “Commission”).

“Exchange Offer” means (i) the offer by Foster Wheeler Ltd. to holders of the Convertible Notes and Robbins Bonds to exchange Common Stock and/ or Preferred Stock for the Convertible Notes and Robbins Bonds, respectively, (ii) the offer by Foster Wheeler Ltd. to holders of the Trust Securities to exchange Common Stock and/ or Preferred Stock for the Trust Securities, and (iii) the offer by Foster Wheeler LLC and Foster Wheeler Ltd. to holders of the 2005 Notes to exchange Common Stock and/ or

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Preferred Stock and the Rollover Notes for the 2005 Notes, in each case upon terms substantially as set forth in the Form S-4.

“Exit Funding Agreement” means that certain agreement dated as of October 15, 1999 between Foster Wheeler Corporation (as succeeded by Foster Wheeler LLC) and Suntrust Bank, Central Florida, National Association, as trustee, relating to the Robbins Bonds.

“Form S-4” means the Registration Statement on Form S-4 of the Companies and certain of their subsidiaries of Foster Wheeler Ltd., including the documents incorporated by reference therein, as declared effective by the Commission on [         ], 2004 and attached hereto as Annex A.

“Increase of Capital” shall have the meaning assigned to such term in the Certificate of Designation.

“Material Adverse Effect” shall mean any change, event, occurrence, effect, or state of facts that, individually, or aggregated with other such matters, is materially adverse to or otherwise could reasonably be expected to materially adversely affect the business, assets (including intangible assets), properties, condition (financial or otherwise), or results of operations of the Companies and their subsidiaries taken as a whole or the ability of the Companies to perform their obligations under this Agreement.

“Minimum Tender Condition” means the condition to the consummation of the Exchange Offer that there be validly tendered and not withdrawn (i) not less than 90% in aggregate principal amount of the Convertible Notes outstanding on the date of the expiration of the Exchange Offer; (ii) not less than 90% in aggregate principal amount of the Robbins Bonds outstanding on the date of the expiration of the Exchange Offer; (iii) not less than 90% in aggregate principal amount of the 2005 Notes outstanding on the date of the expiration of the Exchange Offer and (iv) not less than 75% in aggregate liquidation amount of the Trust Securities outstanding on the date of the expiration of the Exchange Offer.

“New Notes Indenture” means one or more indentures to be entered into by Foster Wheeler LLC, Foster Wheeler Ltd., Foster Wheeler Holdings Ltd., the subsidiary guarantors named therein and the trustee named therein, relating to the Rollover Notes and the Upsized Notes.

“Person” means any individual, partnership, corporation, limited liability company, association, trust, joint venture, unincorporated organization, governmental unit or other entity.

“Preferred Stock” means the Series B Convertible Preferred Shares of Foster Wheeler Ltd. to be issued in the Restructuring, which shall be optionally convertible into shares of the Common Stock upon the affirmative majority vote of its shareholders to increase the share capital of Foster Wheeler Ltd. as set forth in the Form S-4.

“Restructuring” means the restructuring of the debt and equity capital of the Companies substantially as set forth in the Form S-4.

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“Robbins Bonds” means the Series 1999C Bonds and Series 1999D Bonds (as such terms are used in the Exit Funding Agreement) in a currently outstanding aggregate principal amount of approximately $109,000,000 supported by the Exit Funding Agreement.

“Rollover Notes” means the Fixed Rate Senior Secured Notes due 2011, in an aggregate principal amount of approximately $150,000,000 to be issued by Foster Wheeler LLC pursuant to the New Notes Indenture.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the Commission.

“Series A Junior Participating Preferred Stock” means the Series A Junior Participating Preferred Shares of Foster Wheeler Ltd, par value $1.00 per share.

“Solicitation Materials” means the Form S-4 and any other solicitation materials filed with the Commission under Rule 425 of the Securities Act relating to the Form S-4 and the Exchange Offer.

“Third Amended and Restated Term Loan and Revolving Credit Agreement” means the Third Amended and Restated Term Loan and Revolving Credit Agreement dated as of August 2, 2002 among Foster Wheeler LLC, Foster Wheeler USA Corporation, Foster Wheeler Power Group, Inc., Foster Wheeler Energy Corporation, the guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent, as amended prior to the date hereof.

“Transfer” means to, directly or indirectly, (i) sell, pledge, assign, encumber, grant an option with respect to, transfer or dispose of any participation or interest (voting or otherwise) in or (ii) enter into an agreement, commitment or other arrangement to sell, pledge, assign, encumber, grant an option with respect to, transfer or dispose of any participation or interest (voting or otherwise) in, the subject matter of the Transfer, or the act thereof (in each case, other than, in the case of the Securities, to the Companies pursuant to the Restructuring).

“Trust Securities” means the 9.00% Preferred Securities, Series I in a currently outstanding liquidation amount of $175,000,000 issued by FW Capital Trust I and guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC.

“Upsized Notes” means the Fixed Rate Senior Secured Notes due 2011, in an aggregate principal amount of approximately $120,000,000 to be issued by Foster Wheeler LLC pursuant to the New Notes Indenture.

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2.Agreement to Complete the Restructuring.  Subject to the terms and conditions of this Agreement, each Company agrees to use its commercially reasonable best efforts to complete the Restructuring through the Exchange Offer or otherwise in accordance with Section 8.

3.The Companies’ Obligations to Support the Restructuring.  Unless this Agreement is terminated in accordance with its terms:

(a)Each Company agrees to use its commercially reasonable best efforts to do all things reasonably necessary and appropriate in furtherance of the Exchange Offer, including the following:

(i)as promptly as practicable, and in any event within 2 Business Days after the date hereof, to commence the Exchange Offer;

(ii)as promptly as practicable, (i) prepare theSolicitation Materials, in form and substance consistent with the Form S-4 in all material respects, except to the extent otherwise consented to by the Security Holders as permitted hereby, (ii) use its commercially reasonable best efforts to respond to any Commission or state securities commission comments on the Solicitation Materials including the Form S-4 in order to maintain the effectiveness of the Form S-4 and provide to the Security Holders and their representatives reasonable opportunity to review and comment on any Commission comments on the Solicitation Materials including the Form S-4 and any amendments thereto, and any Company responses thereto, (iii) not file any post effective amendments to the Form S-4 that change any terms of the Exchange Offer or the Restructuring (including any of the terms and conditions of the Rollover Notes or the Upsized Notes), without the prior consent of each Security Holder, which consent shall not be unreasonably withheld; provided, that any Security Holder that reasonably withholds its consent shall be deemed to no longer be party to this Agreement, (iv) provide to the Security Holders and their representatives a reasonable opportunity to review and approve any material changes to the Solicitation Materials, such approval not to be unreasonably withheld or delayed and in any event provided within five Business Days; provided, that any Security Holder that reasonably withholds its consent shall be deemed to no longer be party to this Agreement, (v) disseminate the Solicitation Materials as required by law, and (vi) not extend the solicitation period of the Exchange Offer if the Minimum Tender Condition has been satisfied or waived by the Security Holders as provided herein (and in no event for more than 60 days after commencement of the Exchange Offer) without the prior consent of each Security Holder, which consent shall not be unreasonably withheld or delayed and

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in any event provided within five Business Days; provided, that any Security Holder that reasonably withholds its consent shall be deemed to no longer be party to this Agreement and provided further that the Company shall be permitted to conduct a subsequent offering period in accordance with the terms of Rule 14d-11 under the Exchange Act and the terms of the Form S-4; and

(iii)as promptly as practicable after the commencement of the Exchange Offer, and subject to the satisfaction or waiver of the conditions precedent to the Exchange Offer, to consummate the Exchange Offer, and all related transactions.

(b)Each Company agrees that it shall not waive any conditions to or otherwise modify any material terms or conditions of the Exchange Offer set forth in the Form S-4 without the prior written consent of each Security Holder; provided, that any Security Holder that reasonably withholds its consent shall be deemed to no longer be party to this Agreement; provided further, that each Company agrees that upon the direction of the Security Holders holding not less than two thirds in aggregate principal amount outstanding of the Securities held by all Security Holders listed on Schedule 1 hereto, it will waive the Minimum Tender Condition to facilitate consummation of the Exchange Offer, and that if the Minimum Tender Condition is so waived or otherwise satisfied each Company shall use its commercially reasonable best efforts to consummate the Exchange Offer and all related transactions as soon as practicable.  It is understood and agreed that any increase in the fees payable to any broker, dealer or Security Holder in connection with the Exchange Offer shall be deemed to be a modification of a material term thereof and, accordingly, shall require the consent of each Security Holder.

(c)Each Company shall not, without the prior written consent of each Security Holder: (i) initiate any exchange offer for the Securities, except the Exchange Offer substantially as described in the Form S-4 (as amended with the consent of the Security Holders as provided herein), or (ii) otherwise seek to restructure or recapitalize, or negotiate or provide confidential information to any Person known by either Company to be contemplating an alternative plan of restructuring or recapitalization with any other party, except through the Restructuring in accordance with the Form S-4, except under the alternative implementation structure as described herein or except for discussions with and information provided to the holders of the Robbins Bonds with respect to the possible change in consideratioin to be delivered to them in connection with the Exchange Offer; provided, that any Security Holder that reasonably withholds its consent shall be deemed to no longer be party to this Agreement.

(d)Each Company further agrees that it will not object to, nor otherwise commence any proceeding to oppose, the Restructuring and shall not take any action that is inconsistent with, or that would unreasonably delay the consummation of, the Restructuring.

(e)If (i) either Company enters into a lock-up or similar agreement with another holder of Securities with respect to or relating in any way to a restructuring, recapitalization or exchange offer and (ii) such agreement contains any term, provision or

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condition that is either more favorable to such holder of Securities or other party in interest or more restrictive or onerous to the Companies than those contained (or not contained) in this Agreement, then the Security Holders shall have the benefit of such term, provision or condition as if it were fully set forth herein and as if the Security Holders were signatories to such other agreement for the purpose of making such term, provision or condition legally valid, binding and enforceable by and between the Security Holders and the Companies.

4.Security Holders’ Obligations to Support the Restructuring.  Subject to the terms and conditions of this Agreement, so long as this Agreement is in effect:

(a)Each Security Holder agrees with each of the other parties to this Agreement: (i) to deliver its properly completed and duly executed letter of transmittal (as such term is used in the Form S-4 under “The Exchange Offer and Consent Solicitation – General”) (or a facsimile thereof) and its Securities as required by the instructions to the letter of transmittal pursuant to and in accordance with the Exchange Offer and the other terms and conditions of the Form S-4 within five Business Days after receipt of the relevant letters of transmittal by the individuals listed on Schedule 5 hereto and who are responsible for this Agreement at such Security Holder; and (ii) so long as the Exchange Offer conforms with the terms of the Form S-4 (as amended with the consent of the Security Holders provided herein), not to withdraw or revoke any of the foregoing unless and until this Agreement is terminated in accordance with its terms.

(b)Each Security Holder agrees not to Transfer any of the Securities held by it, in whole or in part; provided, that each Security Holder may (i) Transfer any of the Securities held by it to any Person that agrees in writing to be bound by the terms of this Agreement, (ii) Transfer any of the Securities held by it in the form of a pledge of such Securities which does not purport to Transfer the voting or tender rights of the holder of such Securities and (iii) convert any of the Securities held by it in accordance with the terms thereof.  Any Transfer of the Securities in violation of the foregoing shall be deemed ineffective to Transfer any right to accept or reject the Exchange Offer, which right shall remain with and be exercised only by the purported transferor (except in the case of any Transfer pursuant to the exercise by any pledgee of its rights under any existing pledge of any of the Securities).

(c)Each Security Holder agrees that it will not vote for, consent to, provide any support for, participate in the formulation of, or solicit or encourage others to formulate any other tender offer, settlement offer or exchange offer for the Securities other than the Exchange Offer.

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(d)Each Security Holder further agrees that, so long as this Agreement is effective and has not been terminated in accordance with Section 6 hereof, it will not object to, nor otherwise commence any proceeding to oppose, the Restructuring.  Accordingly, so long as this Agreement is in effect, each Security Holder agrees that it shall not (i) directly or indirectly seek, solicit, support or encourage any other plan, sale, proposal or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution or restructuring of either of the Companies, or (ii) commence or support any action filed by any party in interest to appoint a trustee, conservator, receiver or examiner for either of the Companies, or otherwise to commence an involuntary bankruptcy case against either of the Companies.

(e)Notwithstanding anything to the contrary contained in this Agreement, to the extent that (i) a Security Holder is an investment advisor or manager (the “Advisor”) of a discretionary account (an “Account”) that holds Securities and (ii) the owner of an Account directs the Advisor to liquidate, transfer, or dispose of the Account or any Securities contained therein or to take any action that is inconsistent with this Agreement, this Agreement shall be deemed automatically terminated with respect to such Account without any further action of any party and the Advisor shall notify the Companies in writing within three Business Days of such occurrence.

(f)Each Security Holder further agrees that any Securities owned on the date hereof or acquired by such Security Holder following the date of this Agreement shall be subject to the terms and conditions of this Agreement.

5.Condition Precedent to Effectiveness.  The effectiveness of this Agreement shall be subject to 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 Foster Wheeler Ltd. on or before [         ], 2004.

6.Termination. 

(a)Except as otherwise provided in Section 13, if either of the Companies changes the terms of the Restructuring, as reflected in the Form S-4, in any manner whatsoever that modifies, amends, or alters the treatment of, consideration to or distribution to holders of Securities, Common Stock, any other claims or equity interests against or in the Companies, or other Persons except in accordance with this Agreement, this Agreement and all of the obligations and undertakings of the parties set forth in this Agreement shall terminate and expire.

(b)Notwithstanding anything to the contrary set forth in this Agreement, unless the Restructuring, consistent in all material respects with the Form S-4, has been consummated as provided in this Agreement except as otherwise provided in Section 8 and Section 13, this Agreement and all of the obligations and undertakings of the parties set forth in this Agreement shall terminate and expire upon the earliest to occur of:

(i)the 65^th calendar day following the commencement of the Exchange Offer, if the Exchange Offer has not been consummated by such 65^th calendar day;

(ii)the 2^nd Business Day following the date hereof, if the Exchange Offer has not been commenced by such Business Day;

(iii)receipt of written notice from either of the Companies or any Security Holder of the intention to terminate this Agreement upon the occurrence of a material breach, in the case of notice by either of the Companies, by any Security Holder and, in the case of notice by any Security Holder, by either of the Companies, of its respective

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obligations, representations or warranties under this Agreement that is not, by its terms, curable or that is, by its terms, curable and is not cured by the earliest to occur of (i) the 10^th calendar day after notice of such breach or (ii) the fourth Business Day prior to the last date (as may be extended) for withdrawal of securities and/or revocation of consents under the Exchange Offer;

(iv)the filing of any voluntary or involuntary bankruptcy or other insolvency case or proceeding involving either of the Companies;

(v)receipt of written notice from either of the Companies of its intention to terminate this Agreement due to a good faith determination by its board of directors that such termination is required by its fiduciary duty to the Company, its shareholders and/ or creditors based upon advice received from counsel;

(vi)receipt of written notice from Security Holders representing a majority in principal amount outstanding of the Securities terminating this Agreement due to Foster Wheeler LLC’s continuing failure to pay for three Business Days after written notice of such failure has been received by Foster Wheeler LLC, as required, the fees and expenses incurred by Saybrook Restructuring Advisors, LLC or Milbank, Tweed, Hadley & McCloy, LLP, within the periods set forth in the relevant agreements between Foster Wheeler LLC and such parties executed in anticipation of the Restructuring;

(vii)the commencement of a proceeding by any court or regulatory authority having jurisdiction over the Companies seeking to enjoin, restrict, modify or prohibit the Exchange Offer or the issuance of the Upsized Notes; and

(viii)either of the Companies or any Security Holder becoming aware of a determination by a governmental agency that the securities to be issued pursuant to the Form S-4 will not be freely tradable (other than solely with respect to any particular holder, due to such holder’s status as an affiliate of either of the Companies, as such term is used in Rule 144 under the Securities Act).

7.Termination Fee.  In the event that this Agreement is terminated pursuant to Section 6(b)(v) above, the Companies shall pay in cash to each Security Holder that has signed this Agreement and has not breached this Agreement a termination fee equal to 2.5% of the principal amount of any securities then held by such Security Holder; provided, that the aggregate amount of such fee paid to all such Security Holders shall not exceed $10,000,000.

8.Alternative Implementation.

In the event that the Exchange Offer is not consummated within five days of the expiration of the solicitation period (which expiration date shall be no later than the 60^th calendar day following the commencement of the Exchange Offer, unless extended with the consent of each Security Holder), the Companies shall (i) seek to consummate, as soon as practicable following such expiration, the same economic transactions

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contemplated by the Exchange Offer through an alternative implementation structure that is reasonably likely to succeed, and (ii) if the Companies (x) fail to commence such alternative implementation structure within 30 days following the expiration of the solicitation period or (y) fail to pursue and consummate such alternative implementation structure, pay in cash to each holder who tendered 2005 Notes, Convertible Notes or Robbins Bonds in the Exchange Offer prior to its expiration a termination fee equal to 2.5% of the principal amount of any such securities tendered.

9.Covenants of the Companies.  Each Company hereby covenants and agrees:

(a)to obtain all regulatory, governmental, administrative and other third party consents or approvals necessary for the consummation of the Exchange Offer;

(b)to cause the Exchange Offer and all other transactions contemplated by this Agreement to comply with all applicable Federal and state securities laws;

(c)to provide to the Security Holders opinions in connection with the consummation of the Exchange Offer in form and substance reasonably satisfactory to Milbank, Tweed, Hodley & McCloy LLP, including  forms attached as Annexes B-1 through B-    hereto;

(d)that it shall (i) provide to the Security Holders such information and access to management, agents and accountants of the Companies as any Security Holder may reasonably request, provided, that any such information provided shall not affect any Security Holder’s right to rely on the representations and warranties given by each Company under this Agreement, and (ii) promptly notify the Security Holders of any change in such information or any event that could reasonably be expected to result in a Material Adverse Effect;

(e)that it shall provide notice to the Security Holders of any breach of this Agreement and seek to cure the same, in each case as promptly as practicable;

(f)that during the effectiveness of this Agreement, without the prior consent of each Security Holder and other than in accordance with the terms of the Restructuring and/or disclosed in the Form S-4; provided, that any Security Holder that reasonably withholds its consent shall be deemed to no longer be party to this Agreement and provided further, that this paragraph 9(f) shall not apply to the transactions identified on Schedule 2 hereto:

(i)each Company shall not directly or indirectly, and shall cause each of its direct and indirect subsidiaries not to directly or indirectly, engage in, agree to, or consummate any transaction outside the ordinary course of its business, including without limitation, any merger, acquisition, other business combination, security issuance, or sale or lease of assets, outside the ordinary course of business;

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(ii)without limiting the generality of paragraph 9(f)(i) above, each Company shall not directly or indirectly, and shall cause each of its direct and indirect subsidiaries not to directly or indirectly, do or permit to occur or suffer to exist any of the following:  (A) issue, sell, pledge, dispose of or encumber any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, any of its equity interests including without limitation partnership interests or capital stock; (B) amend or propose to amend their respective articles of incorporation, partnership agreement, operating agreement or comparable organizational documents; (C) split, combine or reclassify any outstanding shares of its capital stock or other equity interests, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to any of their equity interests including without limitation partnership or membership interests or capital stock (except intercompany dividends and distributions); (D) redeem, purchase or acquire or offer to acquire any of their equity interests including without limitation partnership or membership interests or capital stock; (E) acquire, transfer or sell (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, limited liability company, joint venture or other business organization or division that would be material to such Company or material assets thereof; (F) incur any indebtedness for borrowed money or issue any debt securities outside the ordinary course of business, except in connection with any restructuring of existing indebtedness on terms more favorable to such Company than such existing indebtedness; provided, that drawings may be made under existing credit facilities to the extent credit is currently available under such facilities; (G) grant any lien, pledge, charge, mortgage, or other encumbrance on any asset other than (i) ”Permitted Liens” as such term is used in the Third Amended and Restated Term Loan and Revolving Credit Agreement, and (ii) where any such lien, pledge, charge, mortgage, or other encumbrance secures indebtedness that would be permitted under clause (F) above but only to the extent that the assets subject to any such lien, pledge, charge, mortgage or other encumbrance secured the existing indebtedness referred to in such clause (F); (H) other than in the ordinary course of business, adopt, enter into, amend, modify, terminate, make grants under or propose to do any of the foregoing to, any equity employee benefit plan or equity compensation arrangement other than in order to comply with local law requirements; (I) other than in the ordinary course of business under an existing arrangement, enter into or propose to enter into any transactions with any officers, directors or 5% stockholders of either Company or entities controlled by or under common control

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with such persons (other than the Restructuring); (J) incur or propose to incur capital expenditure in excess of $1,000,000 above the amount of capital expenditures budgeted for in each Company’s current fiscal year; or (K) enter into or modify any agreement, arrangement or understanding with respect to any of the matters set forth in this paragraph 9(f)(ii); and

(iii)each shall, and shall cause each of their direct and indirect subsidiaries to, (A) maintain its compliance or good standing as applicable under the laws of the state or other jurisdiction in which it is organized unless failure to maintain such good standing would not, and would not reasonably be expected to, result in a Material Adverse Effect; (B) notify the Security Holders of any governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated or threatened) which could reasonably be expected to have a Material Adverse Effect; (C) use commercially reasonable efforts to (i) preserve intact the present business organization and reputation of each Company and its subsidiaries, (ii) keep available (subject to dismissals and retirements in the ordinary course of business consistent with past practice) the services of the present officers and employees of each Company and its subsidiaries, (iii) maintain the assets and properties of each Company and its subsidiaries in good working order and condition, ordinary wear and tear excepted, and (iv) maintain the goodwill of customers, suppliers, lenders and other persons to whom each Company or any subsidiary sells goods or provides services or with whom each Company or any subsidiary otherwise has significant business relationships; (D) except to the extent required by applicable law (including applicable rules and regulations), (i) cause the books and records of each Company to be maintained in the usual, regular and ordinary manner, (ii) not permit any material change in (x) any pricing, investment, accounting, financial reporting, inventory, credit, allowance or tax practice or policy of each Company or any subsidiary, or (y) any method of calculating any bad debt, contingency or other reserve of each Company or any subsidiary for accounting, financial reporting or tax purposes and (iii) not permit any change in the fiscal year of each Company or any subsidiary; (E) use commercially reasonable efforts to maintain in full force and effect substantially the same levels of insurance coverage as is currently in place subject to settlements with insurance carriers regarding asbestos liability coverage; and (F) comply, in all material respects, with all laws and orders applicable to the business and operations of each Company and its subsidiaries unless failure to comply would not, and would not be reasonably expected to, result in a Material Adverse Effect, and

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promptly following receipt thereof to give the Security Holders copies of any notice received from any governmental or regulatory authority or other person alleging any violation of any such law or order to the extent such violation could reasonably be expected to result in a Material Adverse Effect;

(g)that, within five Business Days following the consummation of the Exchange Offer, (i) the board of directors of Foster Wheeler Ltd. shall have increased the number of directors from seven to eight and, until the actions described in clause (iii) of this paragraph (g) have been taken, the board of directors of Foster Wheeler Ltd. shall not increase the number of directors to more than eight; (ii) three of the six incumbent independent directors shall have resigned; and (iii) the continuing members of the board shall have nominated and appointed four directors of such board of directors to be proposed by the ad hoc bondholders committee that are in each case independent of management and are reasonably acceptable to the continuing members of the board of directors of Foster Wheeler Ltd.; without limiting and in addition to the Security Holder’s right to seek specific performance of this Agreement, if Foster Wheeler Ltd. fails to take any of the actions described in, or takes any action prohibited under, this paragraph (g), it shall pay the distributions set forth in Section 6(c) of the Certificate of Designation;

(h)that Foster Wheeler Ltd. shall (i) as soon as practicable following the consummation of the Exchange Offer and in any event no later than 30 calendar days thereafter, file a preliminary proxy statement with the Commission regarding meetings of its shareholders in order to recommend adoption and approval the following actions: (A) increasing the authorized capital of Foster Wheeler Ltd. by the creation of an additional [          ] shares of Common Stock pursuant to Bye-law 46 of its Bye-laws and the Companies Act 1981 of Bermuda, and (B) pursuant to Bye-law 46 of its Bye-laws, authorize a reverse split of its Common Stock on a proportionate one-for-four basis (without limiting and in addition to the Security Holder’s right to seek specific performance of this Agreement, if Foster Wheeler Ltd. fails to take the actions described in clause (i) of this paragraph (h), it shall pay the distributions set forth in Section 6(d) of the Certificate of Designation); (ii) use its commercially reasonable best efforts to prepare and, within five Business Days after receiving clearance from the Commission, to mail a definitive proxy statement regarding such meetings to its shareholders (without limiting and in addition to the Security Holder’s right to seek specific performance of this Agreement, if Foster Wheeler Ltd. fails to mail such proxy it shall pay the distributions set forth in Section 6(e) of the Certificate of Designation), and to convene such meetings as soon as practicable and in any event no later than October 24, 2004 (without limiting and in addition to the Security Holder’s right to seek specific performance of this Agreement, if Foster Wheeler Ltd. fails to convene such meetings by such date, it shall pay the distributions set forth in Section 6(f) of the Certificate of Designation), and (iii) take all steps necessary to adopt the appropriate amendments to its organizational documents to effect such actions, including (A) adopting board resolutions recommending such actions, (B) distributing timely notice of such meetings to its shareholders, (C) complying with applicable proxy solicitation requirements as soon as practicable, (D) if a quorum is not present on the scheduled date of any such meeting, postponing and reconvening such meeting at least twice and (E) with respect to the action described in Section (h)(i)(B), duly convening and holding a separate meeting of the holders of Common Shares (without limiting and in addition to the Security Holder’s right to seek specific performance of this Agreement, if Foster Wheeler Ltd. fails to take any of the actions

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described in clause (iii) of this paragraph (h), it shall pay the distributions set forth in Section 6(h) of the Certificate of Designation);

(i)to use its commercially reasonable best efforts to (i) list the Common Stock on the New York Stock Exchange or the NASDAQ Stock Market as promptly as practicable; provided that Foster Wheeler Ltd. shall not be obligated to apply for such listing until such time as it reasonably believes it meets the applicable listing criteria; (without limiting and in addition to the Security Holder’s right to seek specific performance of this Agreement, if Foster Wheeler Ltd. fails to use its commercially reasonable best efforts take such actions as may be required under clause (i) of this paragraph (i), it shall pay the distributions set forth in Section 6(g) of the Certificate of Designation) and (ii) to cooperate to the extent allowed by applicable laws or rules in facilitating the quotation of the Preferred Stock on the OTC Bulletin Board or, at such time as Foster Wheeler Ltd. meets the applicable listing criteria, list the Preferred Stock on the New York Stock Exchange or the NASDAQ Stock Market, in each case as promptly as practicable if the Preferred Stock does not become convertible into Common Stock on or prior to October 24, 2004, provided that, after the Preferred Stock has become convertible, the Company will not apply to list, and if listed, shall use its reasonable best efforts (which in any event shall include any action within the Company's control) to promptly delist, the Preferred Stock (without limiting and in addition to the Security Holder’s right to seek specific performance of this Agreement, if Foster Wheeler Ltd. fails to use its commercially reasonable best efforts take such actions as may be required under clause (i) of this paragraph (i) or to cooperate under clause (ii) of this paragraph (i), as it relates to the listing and not the delisting of Preferred Stock it shall pay the distributions set forth in Section 6(g) of the Certificate of Designation);

(j)to use its commercially reasonable best efforts to obtain a rating of the Rollover Notes as promptly as practicable after the date hereof by Moody’s Investors Service, Inc. or Standard & Poor’s (but not as a condition to consummation of the Exchange Offer);

(k)to ratify and not terminate the engagement letters entered into by the Companies and Saybrook Restructuring Advisors, LLC and Milbank, Tweed, Hadley & McCloy, LLP, respectively, and to pay the fees and expenses incurred by Saybrook Restructuring Advisors, LLC and Milbank, Tweed, Hadley & McCloy, LLP, to the extent not previously paid in accordance with the terms of such engagement letters, upon consummation of the Exchange Offer;

(l)to enter into registration rights agreements if requested by any Security Holder that may be considered an affiliate of the Companies as a result of the Securities held by such Security Holder on the date that the Exchange Offer is consummated, in substantially the form attached as an exhibit to the Form S-4;

(m)that if any law, rule or regulation relating to restrictions on takeovers becomes applicable to the transactions contemplated by the Restructuring, the Companies shall promptly take all necessary actions in connection with resolving any investigation or other inquiry concerning such transactions and use their commercially reasonable best efforts to eliminate the effects thereof;

(n)that the Rights Plan dated May 21, 2001 of Foster Wheeler Ltd. shall have; and

(o)that the board of directors of Foster Wheeler Ltd. is required (i) to adopt the Bonus Resolution on the date the Certificate of Designation is approved by the board of directors of Foster Wheeler Ltd. in final form and (ii) following its adoption, the Company is required (x) to refrain from taking any action to impair, rescind or alter the Bonus Resolution following its adoption in accordance with Section 3(c) of the Certificate of Designation and (y) to at all times after the Increase in Capital reserve that number of Common Shares sufficient to allow, and maintain sufficient share premium to effect, the Bonus Issue. Without limiting and in addition to the Security Holder's right to seek specific performance of this Agreement, if Foster Wheeler Ltd. fails to take an action as may be required by (or takes any action prohibited by) the first sentence of this paragraph (o), it shall pay the distributions set forth in Section 6(i) of the Certificate of Designation.

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been amended to cause the rights thereunder to become unexercisable prior to the consummation of the Exchange Offer.

10.Representations and Warranties.

(a)Each of the signatories to this Agreement represents and warrants to the other signatories to this Agreement that:

(i)if an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership or other power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Agreement;

(ii)the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership or other action on its part;

(iii)the execution, delivery and performance by it of this Agreement do not and shall not (A) violate any provision of law, rule or regulation applicable to it or any of its affiliates; (B) violate any provision of its certificate of incorporation or bylaws or other organizational documents or those of any of its material subsidiaries (including, with respect to each Company, any statutory or other restrictions on takeovers); (C) conflict with, result in the breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligations to which it or any of its affiliates is a party or under its certificate of incorporation, bylaws or other governing instruments; or (D) with respect to each Company, accelerate or result in an obligation to make payments, forgive any indebtedness for borrowed money or otherwise contribute money under any of its benefit plans or other material contractual obligations including any change of control that may be caused by the Restructuring, except in the cases of clauses (A), (C) and (D) which would not have and would not be expected to have a Material Adverse Effect;

(iv)the execution, delivery and performance by it of this Agreement do not and shall not require any registration or filing with, the consent or approval of, notice to, or any other action with respect to, any Federal, state or other governmental authority or regulatory body, except for (A) the registration under the Securities Act of the shares of the Common Stock and/or Preferred Stock and the Rollover Notes to be issued in the Exchange Offer and such consents, approvals, authorizations, registrations or qualifications

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as may be required under the state securities or Blue Sky laws in connection with the issuance of those securities, and (B) such other filings, including under Bermuda law, as may be necessary in connection with the consummation of the Exchange Offer in accordance with the terms of the Restructuring;

(v)assuming the due execution and delivery of this Agreement by each of the other parties hereto, this Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms (except insofar as indemnification for liability under securities and similar laws may be unenforceable as against public policy); and

(vi)it has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement.

(b)Each Security Holder further represents and warrants to the other signatories to this Agreement that:

(i)as of the date of this Agreement, such Security Holder is the beneficial owner of, or the investment adviser or manager for the beneficial owners of, the principal amount at maturity of the Securities, set forth opposite such Security Holder’s name on Schedule 1 hereto, with the power and authority to vote and dispose of such Securities; and

(ii)as of the date of this Agreement, such Security Holder is not aware of any event that, due to any fiduciary or similar duty to any other Person, would prevent it from taking any action required of it under this Agreement.

(c)Each Company further represents and warrants to the Security Holders that:

(i)there are no actions, suits, claims, proceedings or, to its knowledge, investigations pending or, to its knowledge, threatened against it or any of its direct or indirect subsidiaries or any of its current or former directors or officers that would give rise to a Material Adverse Effect, in each case that has not been disclosed in the Company SEC Documents or disclosed in writing to the Security Holders prior to the date hereof;

(ii)since December 26, 2003, each Company has filed with the Commission any required Company SEC Documents.  The Solicitation Materials, including any financial statements or schedules included in the Solicitation Materials, at the time filed

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(and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Solicitation Materials amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (a) taken as a whole did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be.  The financial statements of Foster Wheeler Ltd. included in the Solicitation Materials at the time filed (and, in the case of registration statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Solicitation Materials amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended;

(iii)except (i) as and to the extent disclosed in the Solicitation Materials, or (ii) as arise in connection with or as a result of the transactions contemplated by this Agreement or are related to the performance by each Company of any of its obligations under this Agreement, each Company does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

(iv)there has not occurred or become known to the Companies any event, development or circumstance since the date of this Agreement that (i) has caused or could reasonably be expected to cause a Material Adverse Effect, or (ii) has or could reasonably be expected to have a material adverse effect on the Exchange Offer, in each case that has not been disclosed in the Solicitation Materials or disclosed in writing to the Security Holders prior to the date hereof;

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(v)(i) Foster Wheeler Ltd. has the authorized capitalization as set forth in the Form S-4;  (ii) all the outstanding shares of capital stock or other equity interests of Foster Wheeler Ltd. and each subsidiary of each Company have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise described in the Form S-4) and in the case of each subsidiary are owned directly or indirectly by each Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party; (iii) except as disclosed in the Solicitation Materials, there are no outstanding options with respect to Foster Wheeler Ltd. other than those issued after December 26, 2003 as set forth on Schedule 4 hereto;

(vi)following the consummation of the Exchange Offer and giving effect to the assumptions stated therein, the capitalization of Foster Wheeler Ltd. will be substantially as set forth in the Form S-4 under the heading “Capitalization” in the column entitled “As Adjusted for the Exchange Offer”;

(vii)all contributions and other payments required to be made by each Company to any benefit plans with respect to any period ending before or at or including the date hereof have been made; all liabilities for benefit plans as of December 26, 2003 have been or will be properly reflected in the Form S-4 in accordance with generally accepted accounting principles;

(viii)all negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by each Company directly with the Security Holders without the intervention of any person on behalf of each Company in such manner as to give rise to any valid claim by any person against the Security Holders, each Company or any subsidiary for a finder’s fee, brokerage commission or similar payment (other than Rothschild Inc. and Saybrook Restructuring Advisors, LLC for whose fees, commissions and similar payments, the Companies have assumed all liability subject to the terms of the engagement letter of each);

(ix)all material facts relating to the business or condition of the Companies in each case taken as a whole have been disclosed to the Security Holders prior to the date hereof in connection with this Agreement; provided, that no representation or warranty is made with respect to any projections or forecasts provided to the Security Holders other than that they were prepared in good faith on the basis of reasonable assumptions; and no representation,

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warranty or statement contained in this Agreement and in the Solicitation Materials taken as a whole contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements herein or therein, in the light of the circumstances under which they were made, not misleading;

(x)all necessary actions, if any, by Foster Wheeler Ltd.’s board of directors to authorize any amendments required to be made to Foster Wheeler Ltd.’s organizational documents and the execution of any reverse stock split of Foster Wheeler Ltd.’s Common Stock have been duly taken other than convening a shareholder meeting at which the adoption of such measures is recommended;

(xi)there is no Series A Junior Participating Preferred Stock issued and outstanding as of the date hereof and, to the Company’s knowledge based on information provided by the parties hereto, the transactions contemplated hereby shall not confer upon holders of the Common Stock the right to purchase any interest in any Series A Junior Participating Preferred Stock;

(xii)(A) the affirmative vote of a majority of the votes cast by holders of the Preferred Stock and Common Stock, voting together as a single class at a duly called and quorate meeting of such shareholders is the only shareholder vote required to increase the authorized capital of Foster Wheeler Ltd.; and (B)(i) the affirmative vote of a majority of the votes cast by holders of the Preferred Stock and the Common Stock, voting together as a single class at a duly called and quorate meeting of such shareholders, and (ii) the sanction of a resolution passed by a majority in number equal to three-fourths of the issued and outstanding Common Stock at duly called and quorate separate meeting of the holders of Common Stock are the only shareholder approvals required to effect a reverse split of its Common Stock on a proportionate one-for-four basis on such basis as is permitted by Bermuda law; and

(xiii)upon issuance pursuant to the Exchange Offer, the Common Stock and the Preferred Stock (and upon conversion, the Common Stock into which the Preferred Stock will be convertible) shall be duly authorized, validly issued, fully paid and nonassessable.

11.Confidentiality.

(a)This Agreement and the terms and conditions contained herein shall not be disclosed by the Companies to any person or entity without the prior written consent of each Security Holder, such consent not to be unreasonably withheld; provided, that any Security Holder that reasonably withholds its consent shall be deemed to no longer be party to this Agreement and provided further, that (i) the Companies may disclose the

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terms of this Agreement generally in the Solicitation Materials and may disclose the aggregate percentages of each class of Securities tendered and file a form of this Agreement without the schedules attached (unless requested to be disclosed by the Commission) as an exhibit to the Form S-4, in each case without disclosing the amount of such Security Holder’s holdings of securities and (ii) the Companies may issue a press release in form and substance reasonably satisfactory to the Security Holders describing the terms of this Agreement.

(b)You acknowledge that the Security Holders and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein.  The Security Holders shall not use confidential information obtained from you by virtue of the transactions contemplated by this Agreement or their other relationships with you in connection with the performance by the Security Holders of services for other companies, and the Security Holders will not furnish any such information to other companies.  You also acknowledge that the Security Holders have no obligation to use in connection with the transactions contemplated by this Agreement, or to furnish to you, confidential information obtained from other companies.

12.Indemnity.  The Companies shall indemnify each Security Holder and each of their respective affiliates and each of their respective officers, directors, partners, trustees, employees, shareholders, advisors and agents (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, to which the Indemnitee may become subject arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby or, the performance by the parties hereto of their respective obligations hereunder, (ii) the Restructuring or (iii) any actual claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee, or (y) constitute a loss by a Security Holder in the value of its investment in the Companies.  Promptly after receipt by an Indemnitee of notice of any complaint or the commencement of any action or proceeding with respect to which indemnification is being sought hereunder, such Indemnitee will notify the Companies in writing of such complaint or of the commencement of such action or proceeding, but failure so to notify the Companies will not relieve the Companies from any liability which the Companies may have hereunder or otherwise, except to the extent that such failure materially prejudices the Companies’ rights.  If the Companies so elect or are requested by such Indemnitee, the Companies will assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to such Indemnitee and the payment of the reasonable fees and disbursements of such counsel, and in such event such Indemnitee will cooperate in connection therewith as reasonably

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requested by the Companies (subject to the reasonable expenses of such Indemnitee being reimbursed by the Companies as provided above).  In the event, however, such Indemnitee reasonably determines, upon the advice of counsel, that having common counsel with the Companies would present such counsel with a conflict of interest or if the Companies fail to assume the defense of the action or proceeding in a timely manner, then such Indemnitee may employ separate counsel to represent or defend it in any such action or proceeding and the Companies will pay the reasonable fees and disbursements of one such separate counsel for the Indemnitees; provided, that where the parties to any action or proceeding include more than one Indemnitee and any Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Indemnitee which are different from or additional to those available to each other Indemnitee, the Companies shall be obligated to pay the reasonable fees and expenses of each Indemnitee’s separate counsel. In any action or proceeding the defense of which the Companies assume, any Indemnitee will have the right to participate in such litigation and to retain its own counsel at such Indemnitee’s own expense.

13.Survival.  The provisions of this Agreement relating to the confidentiality and the provisions of Sections 12, 20, 21 and 22 hereof will survive the expiration or termination of any provision hereunder or this Agreement (including any extensions) and the execution and delivery of definitive documentation.

14.Amendments and Modifications.  Except as otherwise expressly provided in this Agreement, this Agreement shall not be amended, modified or supplemented, except in writing signed by the Companies and each Security Holder; provided, that any Security Holder that reasonably withholds its consent shall be deemed to no longer be party to this Agreement.

15.No Waiver.  Each of the signatories to this Agreement expressly acknowledges and agrees that, except as expressly provided in this Agreement, nothing in this Agreement is intended to, nor does, in any manner waive, limit, impair or restrict the ability of any party to this Agreement to protect and preserve all of its rights, remedies and interests, including, without limitation, with respect to its ownership of claims against or equity securities of the Companies or any of their subsidiaries.

16.Further Assurances.  Each of the signatories to this Agreement hereby further covenants and agrees to cooperate in good faith to execute and deliver all further documents and agreements and take all further action that may be commercially reasonably necessary or desirable in order to enforce and effectively implement the terms and conditions of this Agreement.

17.Complete Agreement.  This Agreement constitutes the complete agreement between the signatories to this Agreement with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements and understandings with respect to the subject matter hereof (including the No-Transfer Agreement dated as of April 8, 2004 between the Companies and the Security Holders named therein, but excluding (i) any confidentiality agreements entered into by the

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Security Holders and the Companies; (ii) the engagement letters entered into by the Companies and Saybrook Restructuring Advisors, LLC and Milbank, Tweed, Hadley and McCloy LLP, respectively, and (iii) the Commitment Letter dated February 4, 2004 between Foster Wheeler LLC and the purchasers named therein).  The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the signatories to this Agreement.

18.Notices.  All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be (a) transmitted by hand delivery, or (b) mailed by first class, registered or certified mail, postage prepaid, or (c) transmitted by overnight courier, or (d) transmitted by telecopy, and in each case, if to the Companies, at the address set forth below:

Foster Wheeler Ltd.

Foster Wheeler LLC

c/o Foster Wheeler Inc.

Perryville Corporate Park

Clinton, New Jersey 08809-4000

Telephone:  (908) 730-4000

Fax:  (908) 730-5300

Attention:  Raymond J. Milchovich

with a copy to:

King & Spalding LLP

1185 Avenue of the Americas

New York, New York 10036-4003

Telephone:  (212) 556-2100

Fax:  (212) 556-2222

Attention:  Lawrence A. Larose

if to a Security Holder, to the address set forth on Schedule 4, with a copy
to the Security Holders’ counsel:

Milbank, Tweed, Hadley & McCloy, LLP

1 Chase Manhattan Plaza
New York, New York  10005-1413

Telephone:  (212) 530-5000

Fax:  (212) 530-5219

Attention:  Dennis F. Dunne

Notices mailed or transmitted in accordance with the foregoing shall be deemed to have been given upon receipt.

19.Governing Law.  This Agreement shall be governed in all respects by the laws of the State of New York.

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20.Jurisdiction.  By its execution and delivery of this Agreement, each of the signatories to this Agreement irrevocably and unconditionally agrees that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, shall be brought in State of New York.

21.Consent to Service of Process.  Each of the signatories to this Agreement irrevocably consents to service of process by mail at the address for notices set forth in Section 18.  Each of the signatories to this Agreement agrees that its submission to jurisdiction and consent to service of process by mail is made for the express benefit of each of the other signatories to this Agreement.

22.Waiver of Jury Trial.  Each of the signatories to this Agreement hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

23.Specific Performance.  It is understood and agreed by each of the signatories to this Agreement that money damages, including without limitation the payments, if any, to be made to the Security Holders pursuant to Sections 9(g), (h) and (i) hereof, would not be a sufficient remedy for any breach of this Agreement by any party and each non-breaching party shall be entitled to specific performance, injunctive, rescissionary or other equitable relief as remedy for any such breach.

24.Headings.  The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

25.Successors and Assigns.  This Agreement is intended to bind and inure to the benefit of the signatories to this Agreement and their respective successors, permitted assigns, heirs, executors, administrators and representatives.  The agreements, representations and obligations of the Security Holders under this Agreement are, in all respects, several and not joint.

26.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page by facsimile shall be effective as delivery of a manually executed counterpart.  Any Security Holder may become a party to this Agreement on or after the date of this Agreement by executing a signature page to this Agreement.

27.No Third-Party Beneficiaries.  Unless expressly stated in this Agreement, this Agreement shall be solely for the benefit of the signatories to this Agreement, and no other person or entity shall be a third-party beneficiary hereof.

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28.Obligations Joint and Several.  The obligations of the Companies under this Agreement are absolute and unconditional, joint and several, notwithstanding anything to the contrary contained herein.

29.Severability.  If one or more provisions of this Agreement are held to be unenforceable under the applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

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

FOSTER WHEELER LTD.

Name:

Title:

FOSTER WHEELER LLC

Name:

Title:

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Security Holder:

By:

Name:

Title:

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EX-99.25

Exhibit 99.25

FOSTER WHEELER LTD.

Management Restricted Stock Plan

(Adopted April 2004)

                1.             Purpose of the Plan.  The purposes of this Management Restricted Stock Plan are to retain and attract the best available personnel for positions of substantial responsibility in the management of Foster Wheeler Ltd. and its Subsidiaries, to provide additional incentives to such persons and to promote the success of the business of Foster Wheeler Ltd. and its Subsidiaries.

2.             Definitions.  As used in this Management Restricted Stock Plan, the following definitions will apply:

(a)           “Administrator” means the Board or its Compensation Committee.

(b)           “Applicable Laws” means the legal requirements relating to the administration of restricted stock plans or the issue of share capital by a company, including under the laws of Bermuda, applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, other U.S. federal and state laws, the Code, any Stock Exchange rules and regulations that may from time to time be applicable to the Company, and the applicable laws, rules and regulations of any other country or jurisdiction where Awards are granted under the Plan, as such laws, rules, regulations, interpretations and requirements may be in place from time to time.

(c)           “Award” means any award of Restricted Stock or Restricted Stock Unit, or any other right or interest relating to Shares or other property, granted under the Plan in consideration for services rendered to the Company.

(d)           “Board” means the Board of Directors of Foster Wheeler Ltd.

(e)           “Cause” for termination of a Participant’s Continuous Service Status will exist if the Participant is terminated for any of the following reasons:  (i) Participant’s willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy where such violation has a material impact on his or her ability to perform his or her duties and responsibilities; (ii) Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company, including without limitation any fraudulent action or any other act that constitutes a knowing misrepresentation involving or related to the Company’s financial statements; (iii) unauthorized use or disclosure by Participant of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s willful breach of any of his or her obligations under any written agreement or covenant with the Company where such breach results in or is reasonably expected to result in material injury to the Company.  For purposes of this Plan, action or inaction by a Participant shall not be considered willful unless done or omitted by him or her (A) intentionally or not in good faith and (B) without reasonable belief that his or her action or inaction was in the

best interest of the Company, and shall not include failure to act by reason of total or partial incapacity due to physical or mental illness or injury.

(f)            “Change in Control” means (i) a sale of all or substantially all of the assets of Foster Wheeler Ltd.; or (ii) any merger, amalgamation, consolidation or other business combination transaction of Foster Wheeler Ltd. with or into another corporation, company, entity or person, other than (A) a transaction in which the holders of at least a majority of the voting shares of Foster Wheeler Ltd. issued and outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving or resulting entity) a majority of the total voting power represented by the voting shares of Foster Wheeler Ltd. (or the surviving entity) issued and outstanding immediately after such transaction, or (B) the Exchange Transaction; or (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of Foster Wheeler Ltd.; (iv) a contested election of directors, as a result of which or in connection with which the persons who were directors before such election or their nominees cease to constitute a majority of the Board, or (v) a dissolution or liquidation of Foster Wheeler Ltd.

(g)           “Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto.

(h)           “Compensation Committee” means the compensation committee of the Board appointed by the Board to administer this Plan.

(i)            “Common Stock” means the common shares, par value $1.00 per share, of Foster Wheeler Ltd.

(j)            “Company” means Foster Wheeler Ltd., a Bermuda company, and its Subsidiaries.

(k)           “Consultant” means any person, including an advisor and including a non-employee member of the Board, who is engaged by Foster Wheeler Ltd. or a Subsidiary to render services and is compensated for such services.

(l)            “Continuous Service Status” means the absence of any interruption or termination of service as an Employee or Consultant.  Continuous Service Status will not be considered interrupted or terminate in the case of:  (i) sick or disability leave; (ii) military leave; (iii) any other leave of absence approved by the Administrator and having a duration of not more than 90 days; or (iv) in the case of transfers between locations of Foster Wheeler Ltd., or between Foster Wheeler Ltd. and its Subsidiaries, or their respective successors.  A change in status from Employee to Consultant, or vice versa, will not constitute an interruption or termination of Continuous Service Status.

(m)          “Corporate Transaction” means a sale of all or substantially all of the assets of Foster Wheeler Ltd.; a merger, amalgamation, consolidation or other capital reorganization or business combination transaction of Foster Wheeler Ltd. with or into another corporation, company, entity or person other than the Exchange Transaction; the direct or

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indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then issued and outstanding shares of Foster Wheeler Ltd.; or a liquidation or dissolution of Foster Wheeler Ltd.

(n)           “Employee” means any employee of Foster Wheeler Ltd. or a Subsidiary, with such determination of employment status determined based upon such factors as the Administrator deems appropriate, subject to any requirements of the Applicable Laws.  The payment of a director’s fee to a director will not be sufficient to constitute “employment” of such director by Foster Wheeler Ltd.

(o)           “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

(p)           “Exchange Transaction” means the offer by Foster Wheeler Ltd. in 2004 to exchange equity and debt securities of the Company for outstanding indebtedness and trust securities of the Company which exchange offer is expected to result in the issuance of shares of the Company representing a majority of the voting power of the Company.

(q)           “Fair Market Value” means, with respect to any property, the market value of such property determined by such methods and procedures as shall be established from time to time by the Administrator; provided, however, that, whenever possible with respect to the Shares, the determination of Fair Market Value shall be based, as of the applicable date, upon the average of the high and low bid prices for the Shares either as reported in The Wall Street Journal or, if not reported in The Wall Street Journal, then as reported in the over-the-counter quotation system; provided, however, that in the case of a Corporate Transaction, the Fair Market Value of the Shares will be determined in accordance with the terms of the Corporate Transaction.

(r)            “Intercompany Agreement” means an agreement between Foster Wheeler Ltd. and a Subsidiary the employees of which receive Awards under the Plan.

(s)           “Involuntary Termination” means termination of a Participant’s Continuous Service Status under the following circumstances:  (i) termination without Cause by the Company; or (ii) voluntary termination by the Participant within 30 days following (A) a material reduction in the Participant’s job responsibilities, provided,that neither a mere change in title alone nor reassignment following a Change of Control to a position that is substantially similar to the position held prior to the Change of Control shall constitute a material reduction in job responsibilities; (B) relocation by the Company, of the Participant’s work site to a facility or location more than 50 miles from the Participant’s principal work site for the Company at the time of the Change of Control; or (C) a reduction in Participant’s then-current base salary by at least 10%, provided, that an across-the-board reduction in the salary level of all other employees or consultants employed by the same entity in positions similar to the Participant’s by the same percentage amount as part of a general salary level reduction shall not constitute such a salary reduction.

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(t)            “Participant” means an Employee or Consultant selected by the Administrator to receive an Award, and holding an Award or Shares, under the Plan.

(u)           “Plan” means this Management Restricted Stock Plan.

(v)           “Restricted Stock” means Awards of Shares granted pursuant to Section 6(a) of the Plan.

(w)          “Restricted Stock Unit” means an Award of a right to receive Shares granted under Section 6(b) of the Plan.  Unless otherwise specified by the Administrator, Restricted Stock Units represent an unfunded, unsecured obligation of the Company.

(x)            “Share” means a share of Common Stock, as adjusted in accordance with Section 8 of the Plan.

(y)           “Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices of Shares are quoted at any given time.

(z)            “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f) or any successor provision.

3.             Administration.  The Administrator of the plan will be the Board or the Compensation Committee, as determined by the Board.  The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if and to the extent permitted by the Applicable Laws, the Administrator may authorize one or more officers of the Company to make Awards to eligible Employees under the Plan.  The composition of the Compensation Committee, and the manner in which it administers the Plan, will conform to any requirements imposed by the Applicable Laws.  Subject to the provisions of the Plan, and in the case of a Compensation Committee, any limitations imposed by the Board when delegating to the Compensation Committee authority to administer the Plan, the Administrator will have authority, in its discretion:

(a)           to determine the Fair Market Value of Shares or other property issued or to be issued under the Plan; provided, however, that the Administrator will apply its methods and procedures for determining Fair Market Value consistently with respect to Participants, but need not apply such methods and procedures in an identical manner with respect to different types of Awards;

(b)           to select Participants to whom Awards will be granted;

(c)           to determine when, whether and to what extent Awards will be granted;

(d)           to determine the number of Shares to be made subject to an Award;

(e)           to approve the forms of agreements, and amendments to such agreements, to be used in connection with the issuance of Awards, including to reflect in such agreements variances from the definitions contained in Sections 2(e) and 2(s) above and Section 13(a) below;

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(f)            to determine the terms and conditions, based in each case on such factors as the Administrator shall determine, of any Award granted hereunder, which terms and conditions need not be applied consistently to different Participants and which terms and conditions include but are not limited to the time or times when an Award may be settled and the vesting schedule applicable to an Award (which settlement or vesting schedule may include performance or other features); the restrictions or limitations (including forfeiture, repurchase and transferability restrictions) applicable to an Award; the acceleration of vesting, or lapse or waiver of any restrictions, applicable to an Award; and any adjustment to vesting or similar restrictions of an Award as a result of a change in the Participant’s employment status (e.g., from full-time to part-time status, or to reflect a leave of absence);

(g)           to determine under what circumstances an Award may be settled in cash or other property rather than in Shares;

(h)           to determine, for all purposes under the Plan, the date on which a Participant’s Continuous Service Status terminates, including to determine whether a Participant’s employment has been terminated for Cause under Section 13(b);

(i)            to determine whether a Participant has engaged in any act constituting a circumstance giving rise to a forfeiture specified under Section 13(a) below;

(j)            to determine when and under what circumstances one Award may be exchanged for another Award, on the same or different terms, including on terms that include an exercise or purchase price that is less than the exercise or purchase price of the surrendered Award;

(k)           to establish procedures pursuant to which payment of any Award or receipt of Shares or other property subject to an Award may be deferred;

(l)            to construe and interpret the terms of the Plan and of Awards, which constructions, interpretations and decisions, if reasonable and made in good faith, will be final and binding on all persons, as well as to correct administrative and clerical errors;

(m)          to impose such restrictions, conditions or limitations as the Administrator determines appropriate as to the timing and manner of any resales of a Participant or other subsequent transfers by a Participant of any Shares issued as a result of an Award, including without limitation restrictions under an insider trading policy;

(n)           in order to fulfill the purpose of the Plan and without amending the Plan, to modify Awards or the agreements reflecting such Awards to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs and, generally, to modify Awards or agreements reflecting Awards as appropriate to conform with Applicable Laws; and

(o)           with respect to grants of Awards to Employees of a Subsidiary, to determine the terms and conditions of any Intercompany Agreement by and between Foster Wheeler Ltd. and the relevant Subsidiary with respect to such grants.

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4.             Stock Subject to the Plan.  Subject to Section 8 below, the maximum aggregate number of Shares that may be sold or issued under the Plan is ten million five hundred thousand (10,500,000) Shares; provided, however, that if any Award is settled in cash, is forfeited, or expires, or Shares issued under the Plan are forfeited or repurchased by the Company pursuant to the vesting or forfeiture conditions applicable to the terms of Awards, then the Shares previously subject to such Award will to the extent of such cash settlement, forfeiture, expiration termination or repurchase again be available to be made subject to new Awards.  In the event that withholding tax liabilities arising with respect to such Award are satisfied by the tendering for cancellation of Shares to the Company, the number of Shares available for Awards under the Plan shall be increased by the number of Shares so tendered for cancellation.  Shares issued hereunder shall consist of authorized but unissued Shares.

5.             Eligibility.  Any Employee or Consultant will be eligible to receive grants of Awards under the Plan.  Neither the Plan, nor the grant of any Award hereunder, will confer upon any Participant any right with respect to continuation of an employment or consulting relationship with the Company, nor shall the Plan or any Award interfere in any way with the Participant’s right or the Company’s right to terminate the employment or consulting relationship at any time, for any reason.

6.             Restricted Stock Awards.

(a)           Restricted Stock.  Awards of Restricted Stock refer to Awards giving the Participant the right to receive Shares upon grant of the Award, which Awards may be subject to such terms and conditions as the Administrator in its sole discretion may prescribe.  When the Administrator determines that it will offer Restricted Stock under the Plan to a Participant, it will advise the Participant in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to be issued, and the time within which such Participant must accept the offer by executing a written Restricted Stock Award agreement.

(b)           Restricted Stock Units.  Restricted Stock Units refer to Awards giving the Participant the right to receive Shares (or cash or other property whose value is derived with reference to Shares) on settlement of the Award.  When the Administrator determines that it will offer Restricted Stock Units under the Plan, it will advise the Participant in writing of the terms, conditions and restrictions related to the offer, including the number of Shares subject (either directly or by reference) to the Award, the terms on which such Award will settle, and the time within which such Participant must accept the offer by executing a written Restricted Stock Unit Award agreement.

(c)           Terms and Conditions.  The grant of an Award shall be accepted by the Participant’s executing a written agreement with the Company setting forth the terms and conditions of such Award.  In connection with the issuance of Shares pursuant to an Award, the Administrator shall determine that the Company has complied with any par value requirements imposed by the Applicable Laws.  The Administrator may impose such time-based, performance or other vesting, forfeiture or repurchase conditions (including conditions related to the Participant’s for-Cause termination or that relate to the Participant’s engaging in acts that are

6

competitive with the Company and its business), as well as restrictions on transferability, on an Award and the Shares subject thereto as it deems appropriate.

(d)           Rights as a Shareholder.  Upon entry on the register of shareholders by the duly authorized transfer agent of Foster Wheeler Ltd. of the issuance of Shares to a Participant pursuant to an Award, and only then, the Participant will become a shareholder of Foster Wheeler Ltd.  Unless otherwise provided by the Administrator at the time of grant and as reflected in the written agreement between the Company and the Participant, and except as provided in this Section 6(c) and in Section 8 of the Plan, no adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares subject to an Award are issued to the Participant.

7.             Taxes. As a condition of the grant, vesting or settlement of, or the issuance of Shares subject to, an Award granted under the Plan, the Participant (or in the case of the Participant’s death, the person exercising the Award or otherwise entitled to receive Shares or other property subject to an Award) will make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with such grant, vesting or exercise of the Award or the issuance of Shares.  The Company will not be required to issue any Shares under the Plan until such obligations are satisfied by the Participant (or such other person).  If the Administrator allows the tender for cancellation of Shares subject to an Award to satisfy a Participant’s tax withholding obligations under this Section 7, the Administrator will not allow Shares to be surrendered in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.  All elections by a Participant to have Shares tendered for cancellation for this purpose will be subject to the Applicable Laws and will be made in such form and under such conditions as the Administrator may provide.

In order to effect the tender for cancellation of Shares under this Section 7 in order to satisfy applicable tax withholding obligations, the Administrator may require that the Participant sell Shares subject to an Award to the Company at such price and on such other terms and conditions as the Administrator in its sole discretion may require.

8.             Corporate Transactions.

(a)           Intercompany Agreements.  Each Subsidiary the Employees of which receive Awards will enter into an agreement with Foster Wheeler Ltd. providing for either (i) the payment by the Subsidiary to Foster Wheeler Ltd. of the Fair Market Value of the Shares subject to Awards granted to such Employees, or (ii) the reimbursement by the Subsidiary to Foster Wheeler Ltd. of the compensation expense associated with the Awards granted to such Employees.  The Intercompany Agreements will also provide whether and to what extent Foster Wheeler Ltd. or a Subsidiary will have rights to repurchase Shares from Participants pursuant to any forfeiture, repurchase or tax withholding rights applicable to the Awards.  The Intercompany Agreements will be on such additional terms and conditions as are specified and approved by the Administrator.

(b)           Changes in Capitalization.  Subject to any action required under Applicable Laws by the shareholders of Foster Wheeler Ltd., the number of as-yet unissued

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Shares subject to an outstanding Award and the number of Shares that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or that have been returned to the Plan upon forfeiture, repurchase, cancellation or expiration of an Award will be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, subdivision, reverse stock split, stock dividend, bonus issue, combination, consolidation and division, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares of Common Stock effected without receipt of consideration by Foster Wheeler Ltd.; provided, however, that conversion of any convertible securities of Foster Wheeler Ltd. will not be deemed to have been “effected without receipt of consideration.”  Such adjustment will be made by the Administrator, whose determination in that respect will be final, binding and conclusive on all parties.  Except as expressly provided herein, no issuance by Foster Wheeler Ltd. of shares of any class, or securities convertible into shares of any class, will affect, and no adjustment by reason thereof will be made with respect to, the number of Shares of Common Stock subject to an Award.

(c)           Corporate Transaction.  In the event of a Corporate Transaction (including without limitation a Change in Control), each outstanding Award will be assumed or an equivalent award or right will be substituted by such successor or resulting corporation or company or a parent or subsidiary of such successor or resulting corporation or company (the “Successor Corporation”), unless the Successor Corporation does not agree to assume the Award or to substitute an equivalent award or right, in which case the timing of settlement (or other provisions regarding the timing of the issuance of the Shares thereunder) with respect to such Award will accelerate, effective immediately prior to the consummation of such transaction, and the Award will terminate in its entirety upon consummation of the transaction.  To the extent that an Award is terminating in connection with a Corporate Transaction, (i) any vesting, forfeiture conditions or other restrictions that would have applied to the Award in the absence of the acceleration provided for in the preceding sentence shall continue to apply thereafter to the same extent practicable to the Shares issued pursuant to the Award notwithstanding such accelerated settlement or Shares issuance, and (ii) the Administrator will notify the Participants of the fact of termination of the Awards at least five (5) days prior to the date on which the Award terminates.

For purposes of this Section 8(c), an Award will be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Corporate Transaction or a Change in Control, as the case may be, each holder of an Award would be entitled to receive upon exercise of the Award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares covered by the Award at such time (after giving effect to any adjustments in the number of Shares covered by the Award as provided for in this Section 8); provided that if such consideration received in the transaction is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon exercise of the award to be solely common stock of the Successor Corporation equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction.

Shares issued prior to the date of the Corporate Transaction pursuant to an Award will be subject to the same treatment in the Corporate Transaction as other outstanding Shares;

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provided, however, that unless otherwise provided by the Administrator any forfeiture conditions or other restrictions imposed on Shares issued pursuant to an Award will be assigned to the Successor Corporation and will apply to the same extent following the Corporate Transaction to the securities or property received in exchange or replacement of the Shares as they would have applied to the Shares in the absence of the Corporate Transaction.

9.             Amendment and Termination.  The Administrator may, in its sole discretion, amend or terminate the Plan at any time and for any reason.  Except as otherwise set forth in the Sections 7, 8, 11 and 13 hereof, without the consent of the affected Participant, no such amendment or termination will affect Awards granted prior to the effective date of such action which remain outstanding as of such date.

10.           Nontransferability.  Unless the Administrator determines otherwise (and causes such fact to be reflected in the agreement between the Company and the Participant relating to the Award), and subject in all events to the Applicable Laws, no Award, and no Shares subject to an Award which has not been exercised or pursuant to which Shares have not yet been issued, may be sold, assigned, transferred, pledged or otherwise encumbered, except by will or by the laws of descent or distribution; provided however that a Participant may designate a beneficiary to exercise his or her rights with respect to the Award upon the Participant’s death (to the extent the Award permits exercise following the Participant’s death).

11.           Condition upon Issuance of Awards; Forfeiture Conditions.  Notwithstanding any other provision of the Plan or any agreement entered into by Foster Wheeler Ltd. pursuant to the Plan, Foster Wheeler Ltd. will not be obligated, and will have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by Foster Wheeler Ltd. in consultation with its legal counsel.  As a condition to the grant of an Award or any issuance of Shares hereunder, Foster Wheeler Ltd. may require the person receiving the Award to represent and warrant at the time of any such receipt or issuance that the Shares are being acquired only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for Foster Wheeler Ltd., such a representation is required by law.

12.           Reservation of Shares.  Foster Wheeler Ltd., during the term of the Plan and for such period as Awards under the Plan remain outstanding, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

13.           Forfeiture of Awards.  Notwithstanding anything else to the contrary contained herein, the Administrator in granting any Award will have the full power and authority to determine whether, to what extent and under what circumstances such Award shall be forfeited, cancelled or suspended, which circumstances will be set forth (including by reference to this Section 13) in the written agreement to be executed pursuant to Section 6(a) or (b), which provisions will govern the forfeitability of the Award and the Shares issued or to be issued pursuant to Awards.  Any such forfeiture will be effected by the Company in such manner and to such degree as the Administrator, in its sole discretion, determines, and will in all events (including as to the provisions of this Section 13) be subject to the Applicable Laws.

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In order to effect a forfeiture under this Section 13, the Administrator may require that the Participant sell Shares subject to an Award to the Company at such price and on such other terms and conditions as the Administrator in its sole discretion may require.

Unless otherwise specified by the Administrator, in addition to any vesting or other forfeiture or repurchase conditions that may apply to an Award and Shares issued pursuant to an Award, each Award granted under the Plan will be subject to the following forfeiture conditions:

                (a)           all outstanding Awards held by any Participant will be forfeited in their entirety (including as to any portion of an Award or Shares subject thereto that are vested or as to which any repurchase rights or forfeiture restrictions in favor of the Company have previously lapsed) if the Participant, without the consent of the Company, while in Continuous Service Status, or within six (6) months after termination of such status, establishes an employment or similar relationship with a competitor of the Company or engages in any similar activity that is in conflict with or adverse to the interests of the Company, as determined by the Administrator in its sole discretion; provided, that if a Participant has sold Shares subject to an Award within six (6) months prior to the date on which the Participant would otherwise have been required to forfeit such Shares under this Section 13(a) as a result of the Participant’s anti-competitive or similar acts, then the Company will be entitled to recover any and all profits realized by the Participant in connection with such sale; and

                (b)             all outstanding Awards and Shares issued pursuant to an Award held by a Participant will be forfeited in their entirety (including as to any portion of an Award or Shares subject thereto that are vested or as to which any repurchase rights or forfeiture restrictions in favor of the Company have previously lapsed) if the Participant’s Continuous Service Status is terminated by the Company for Cause; provided, however, that if a Participant has sold Shares subject to an Award within six (6) months prior to the date on which the Participant would otherwise have been required to forfeit such Shares under this Section 13(b) as a result of termination of the Participant’s Continuous Service Status under the circumstances specified in this Section 13(b), then the Company will be entitled to recover any and all profits realized by the Participant in connection with such sale; and provided further, that in the event the Administrator determines that it is necessary to establish whether grounds exist for termination for Cause, the Award will be suspended during any period required to conduct such determination, meaning that the vesting and lapse of restrictions otherwise applicable to the Award will be tolled and if grounds for such termination are determined to exist, the forfeiture specified by this Section 13(b) will apply as of the date of suspension, and if no such grounds are determined to exist, the Award will be reinstated on its original terms.

14.           Governing Law.   The laws of the state of New Jersey, without giving effect to principles of conflicts of law, will apply to the Plan and Awards granted under the Plan.  The Company agrees, and Participants agree as a condition to acceptance of an Award, to submit to the jurisdiction of the courts located in the jurisdiction in which the Participant provides, or most recently provided, his or her primary services to the Company.

15.           Term of Plan.  The Plan shall become effective upon its adoption by the Board.  It shall continue in effect for a term of 10 years unless sooner terminated under Section 9 of the Plan.

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16.           Severability.  The provisions of this Plan and Awards granted hereunder are intended to be construed as a series of separate covenants.   If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in the Plan, then such unenforceable covenant (or any part thereof) will be stricken from the Plan for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced by such court.  It is the intent that the covenants set forth in this Agreement be enforced to the maximum degree permitted by the Applicable Laws.

                17.           Effect on Other Employee Benefit Plans.  The value of Awards granted pursuant to the Plan will not be included as compensation, earnings, salaries or other similar terms used when calculating the Participant’s benefits under any employee benefit plan sponsored by the Company or any Subsidiary except as such plan otherwise expressly provides.  The Company expressly reserves its rights to amend, modify or terminate any of the Company’s or any Subsidiary’s employee benefit plans.

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Attachment A

Foster Wheeler Ltd.

Management Restricted Stock Plan

Form of Restricted Stock Award Agreement

Name of Participant:                                                             

Date of Grant:                                                                     

Number of Shares:                                                                               (the “Restricted Shares”)

Expiration Date:                                                                  

[Other Information Required to be included, e.g., SSN or Grant Number:              ]

Pursuant to the Foster Wheeler Ltd. Management Restricted Stock Plan (the “Plan”), a copy of which has been delivered to you, along with a prospectus describing the material terms of the Plan, and in accordance with the terms and conditions of the Plan and your agreement to such additional terms, conditions and restrictions as are set forth below, you have been granted as of the date set forth above the Restricted Shares, meaning Common Shares of Foster Wheeler Ltd (the “Company”), on the terms and conditions set forth herein.  [Subject to Section 2 below,] [c/C]apitalized terms used but not defined in this Restricted Stock Award Agreement (the “Agreement”) have the meanings ascribed to them in the Plan.

1.             Acceptance of Award.  As a condition to the grant of this Award, you are required to accept the Award, and all the terms and conditions that apply to it, by signing this Agreement in the space indicated below prior to the Expiration Date.

2.             Relation of Award on Prior Agreement(s).  [As an express condition to acceptance of this Award, you agree that the only vesting and lapse of forfeiture restriction provisions to govern the Award are as set forth in Section 4 of this Agreement and that you will not be entitled to any additional vesting or lapse of forfeiture restrictions under any employment, change of control or other agreement or arrangement, written or unwritten, to which you are a party with the Company.]

OR

[If you are party to an employment or similar agreement or agreements with the Company [or reference specific agreement] (such agreement or agreements, the “Employment Agreement”) as of the date of this Agreement, then this Agreement shall incorporate provisions from the Employment Agreement as follows:

                (a)           If the Employment Agreement includes a definition of “termination for cause,” the definition included in the Employment Agreement (including, if applicable, any notice or cure periods that may apply to such definition) shall supersede the definition of “Cause” contained in Section 2(e) of the Plan; and

                (b)           If the Employment Agreement includes a definition of resignation for “good reason” or a similar provision, you will be considered to have satisfied the requirements of clause (ii) Section 2(s) of the Plan if and only if your resignation meets the requirements of a resignation for good reason or a similar provision under the Employment Agreement; and

                (c)           If the Employment Agreement limits your right to compete with the Company, you will be deemed to have violated the provisions of Section 4(g) and Section 13(a) of the Plan if and only if you have violated the terms of the Employment Agreement (except that the Employment Agreement will not have the effect of extending the period of time during which the Award is subject to forfeiture beyond six (6) months after termination of Continuous Service Status, as specified in Section 13(a) of the Plan).]

3.             Restricted Shares.  The “Restricted Shares” refer to the shares referenced above and to all securities received in replacement of such Restricted Shares, including as stock dividends, bonus issues, splits, subdivisions or consolidations, all securities received in replacement of such Restricted Shares in a recapitalization, amalgamation, merger, reorganization, exchange or similar transaction, and all new, substituted or additional securities or other property to which the Recipient is entitled by reason of his or her ownership of such Restricted Shares.

4.             Vesting Schedule; Forfeiture Conditions.

(a)           General.  The Restricted Shares will vest and your right to retain them will become nonforfeitable in accordance with paragraph 4(c) below.  The period beginning on the date hereof and ending on the date which any Restricted Share becomes vested and nonforfeitable in accordance with paragraph 4(c) is referred to as the “Restriction Period” with respect to any such Restricted Share.  Each day on which you vest in any portion of the Restricted Shares is referred to as a “Vesting Date.”  As of the 31st day (or 91st day if your reemployment is guaranteed by statute or contract) of a leave of absence, vesting credit will no longer accrue unless otherwise determined by the Committee or required by contract or statute.  If you return to service immediately after the end of an approved leave of absence, vesting credit shall continue to accrue from that date of continued employment.

                (b)           Forfeiture Price.  In the event that any Shares are required to be forfeited under any circumstances set forth in this Section 4, then the Company will have the right (but not the obligation) to repurchase any or all of such forfeited Shares for $0.001 per Share.  The Company will have 90 days from the date of any event giving rise to forfeiture under this Section 4 within which to effect a repurchase of any or all of the Shares subject to such forfeiture conditions.  The Company’s right to repurchase the Shares under this Section 4 is assignable by

2

the Company, in its sole discretion, to a Subsidiary or other party to whom such rights can be assigned under the Applicable Laws.

                (c)           Vesting Schedule.  Subject to your remaining in Continuous Service Status through a Vesting Date, and subject further to paragraphs 4(d), (e), (f) and (g) below, the Restricted Shares will vest and become nonforfeitable as follows:

Percentage of Restricted Shares                        Vesting Date

                (d)           Termination of Continuous Service Status.  Except as set forth in paragraphs 4(e), (f) and (g), any Restricted Shares that are not vested pursuant to paragraph 4(c) above on the date on which your Continuous Service Status terminates for any reason, excluding termination as a result of your death, Disability or Retirement (as defined in paragraph 4(e) below), will be forfeited in their entirety to the Company.

                (e)           Termination as a Result of Death, Disability or Retirement.  Except as set forth in paragraphs 4(f) and (g), in the event of termination of your Continuous Service Status as a result of your death, Disability or Retirement (as defined below), the vesting of any Restricted Shares that are not vested pursuant to paragraph 4(c) above as of immediately prior to the date of such termination shall accelerate in full and become fully vested (and any forfeiture feature specified in paragraph 4(d) will lapse in full) as of such termination date.  “Disability” means (i) if the Company maintains a long-term disability plan for which you are eligible (whether or not you have elected to participate), disability as defined in such plan, (ii) if you are not eligible to participate in a long-term disability plan, but are a party to an employment agreement that contains a definition of disability, the definition contained in such agreement, or (iii) if neither (i) nor (ii) applies, a total and permanent disability as defined in Section 22(e)(3) of the Code.  “Retirement” means a termination of employment after you have attained the age (and length of service, if required) at which you are eligible for normal or early retirement under any tax-qualified retirement plan for which you are eligible (whether or not you have elected to participate), or under the Company’s retirement policies applicable to senior management of the Company.

(f)            Change of Control Acceleration.  Notwithstanding anything to the contrary in the Plan, in the event of a Change of Control and irrespective of whether outstanding Awards under the Plan are being assumed, substituted or terminated in connection with the transaction, the vesting and lapse of the time-based forfeiture restrictions applicable to this Award as set forth in paragraphs 4(c) and (d) will accelerate such that you will become vested in, and any forfeiture feature specified under paragraphs 4(c) and (d) above will lapse as to, fifty percent (50%) of the Shares then unvested and subject to such forfeiture feature, effective as of immediately prior to consummation of the transaction.

Further notwithstanding the above [and subject to Section 2 above], in the event (i) of a Change of Control following which you hold Shares issued pursuant to this Award with respect to which the Successor Corporation has succeeded to the Company’s rights with respect

3

to forfeiture conditions as a result of the Change of Control, and (ii) you are Involuntarily Terminated by the Company or the Successor Corporation (as applicable) simultaneously with, or within twelve (12) monthsfollowing, consummation of the transaction, then the vesting and lapse of the time-based forfeiture restrictions applicable to this Award as set forth in paragraphs 4(c) and (d) will accelerate such that you will become vested in, and any forfeiture feature specified under paragraphs 4(c) and (d) above will lapse as to, any Shares that remain unvested and subject to such forfeiture restriction, effective as of immediately prior to the effective date of your Involuntary Termination.

                (g)           Forfeiture Related to Competitive Acts and Termination for Cause.  Notwithstanding anything else to the contrary herein [and subject to Section 2 above], the forfeiture features specified in Section 13 of the Plan (relating to your engaging in certain acts competitive with the Company and its business, and to the effect on this Award and Shares subject thereto in the event your Continuous Service Status is terminated for Cause) apply to this Award and may override the provisions set forth in paragraphs 4(c) and (f) above.

5.             Issuance of Certificates; Rights as Shareholder.

(a)           Issuance of Certificates.  Certificates evidencing the Restricted Shares will be issued by the Company and the Shares will be issued and registered in your name on the register of shareholders of the Company (through its transfer agent) promptly after the date hereof, but such certificates shall remain in the physical custody of the Company or its designee at all times during the Restriction Period.  As a condition to receipt of this Award, you will deliver to the Company a share transfer form/letter of repurchase, executed in blank and attached hereto as Exhibit A, relating to the Restricted Shares.   As soon as practicable after termination of the Restriction Period applicable to any Restricted Shares, certificate(s) for such Restricted Shares will be delivered to you or your legal representative along with the share transfer forms/letters of repurchase relating thereto.

                (b)           Rights as Shareholder.  You will become the registered owner of the Restricted Shares pursuant to paragraph 1 above and will remain such until or unless such Restricted Shares are forfeited pursuant to paragraph 3 above.  As the registered owner, you will be entitled to all rights of a Common Stock holder of the Company, including without limitation voting rights and rights to cash and in-kind dividends, if any, on the Restricted Shares.

6.             Restrictions on Transferability.  At all times during the Restriction Period, the Restricted Shares will be nontransferable, and may not be pledged, assigned or alienated in any way except by will or by the laws of descent and distribution (subject to Section 9 below) or pursuant to a qualified domestic relations order.

7.             Withholding Obligations. As a condition to receipt of the Restricted Shares, you acknowledge your obligation with respect to any tax or similar withholding obligations that may arise in connection with receipt or vesting of the Restricted Shares.  The Company or its representative will have the right to take such action as may be necessary, in the Administrator’s discretion, to satisfy the obligations outlined in this Section 7.  You further agree that the Company will have the right to deduct or cause to be deducted from your current compensation any federal, state, local, foreign or other taxes required by law to be withheld or paid with respect

4

to such event.  In addition, you agree that the Company will have the right (but not the obligation) to require you to tender for cancellation that number of Restricted Shares subject to the Award having a Fair Market Value equal to the aggregate amount of the withholding obligation and that such tendering for cancellation shall be effected by the Company’s repurchasing from you that number of Restricted Shares having such aggregate value, which amount will be applied against the withholding obligations.  You understand that the Company’s rights to ensure satisfaction of applicable withholding obligations with respect to the Award and the Restricted Shares, either through your tendering for cancellation or sale of the Restricted Shares themselves, or through other sources of funds that may be available to you, may require planning on your part, in advance of the expected Vesting Date(s) specified in Section 4 above.  The Company may also in lieu of or in addition to the foregoing, at its sole discretion, require you to deposit with the Company an amount of cash sufficient to meet the withholding requirements.  The Company will not deliver any of the Shares until and unless you have made the deposit required herein or otherwise made proper provision for all applicable tax and similar withholding obligations.

8.             Other Tax Matters.  You have reviewed with your own tax advisors the federal, state, local and other tax consequences, including those in addition to any tax withholding obligations you may have, of your investment in the Restricted Shares and the transactions contemplated by this Agreement.  You acknowledge that you are relying solely on such advisors, and not on the Company or its agents or advisors, with respect to such tax consequences.  You acknowledge your receipt of the Company’s prospectus relating to the Plan, which contains certain information regarding tax issues affecting the Award, including your right under U.S. federal income tax law to make an election which affects the timing of your recognition of income with respect to the Award under Section 83 of the Code ( a copy of the form of election is attached hereto as Exhibit B).  You understand and agree that, should you choose to file an election under Code Section 83(b), the filing of this election is your responsibility and you must notify the Company of the fact of your filing on or prior to the day of making the filing.

9.             Designation of Beneficiaries.  You may, in accordance with procedures established by the Administrator, designate one or more beneficiaries to receive all or part of any Restricted Shares to be distributed to you hereunder in the case of your death, and you may change or revoke such designation at any time.  In the event your death, any Restricted Shares distributable hereunder that are subject to such a designation (to the extent such a designation is enforceable under applicable law) will be distributed to such beneficiary or beneficiaries in accordance with this Agreement.  Any other Restricted Shares distributable will be distributed to your estate.  If there is any question as to the legal right of any beneficiary to receive a distribution hereunder, the amount in question will be paid over to your estate, in which event neither the Company nor any affiliate of the Company will have any further liability to anyone with respect to such amount.

10.           Amendment of Award.    The Administrator may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than as explicitly permitted under the Plan pursuant to Sections 7, 8, 11 or 13 thereof)

5

shall be made that would adversely affect your rights under this Agreement without your consent.

11.           General.  This Agreement, together with the Plan, represent the entire agreement between the Company and you with respect to the Restricted Shares.  To the extent the provisions of this Agreement conflict with the terms of the Plan, the Plan provisions will govern.

By your signature below, you indicate your acceptance of the terms of this Restricted Stock Award, and acknowledge that you have received copies of the Plan and the Prospectus, in each case as currently in effect.  You also acknowledge and agree that your rights to any Restricted Shares may be earned only as you provide services to the Company over time, and that nothing in the grant of this Restricted Stock Award or this Agreement confers upon you any right to continue in the employ of the Company for any period of time, nor does it interfere in any way with your, the Company’s right to terminate your employment or consulting relationship at any time, for any reason, with or without Cause.

By signing this Agreement, you acknowledge that your personal employment information regarding participation in the Plan and information necessary to determine and pay, if applicable, benefits under the Plan must be shared with other entities, including companies related to the Company and persons responsible for certain acts in the administration of the Plan.  By signing this Agreement, you consent to such transmission of personal data as the Company believes is appropriate to administer the Plan.

Accepted and Agreed to by Participant:                                                                                        

Acknowledged and Agreed to by Company:                                                                 

                                                                                Title:                                                      

6

Exhibit A

Share Transfer Form/Letter of Repurchase

ASSIGNMENT SEPARATE FROM CERTIFICATE

                FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Award Agreement between the undersigned (“Holder”) and Foster Wheeler Ltd. (the “Company”) dated _______________, ____ (the “Agreement”), Holder hereby sells, assigns and transfers unto the Company, or such other person or entity as the Company may, in its sole discretion, designate, _________________________________ (________) shares of the Common Stock of the Company, registered in Holder’s name on the register of shareholders of the Company and represented by Certificate No. ____, and does hereby irrevocably constitute and appoint ________________________________________________ to cancel or transfer said shares on the register of shareholders of the Company with full power of substitution in the premises.  THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO.

Dated: _____________________

Signature:                                                             

Spouse of Holder (if applicable):                                      

Instruction:  Please do not fill in any blanks other than the signature line.  The purpose of this assignment is to enable the Company to exercise its rights with respect to certain forfeiture, surrender and repurchase right restrictions that apply to the Award without requiring additional signatures on the part of Holder.

Exhibit B

ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, to include in taxpayer’s gross income or alternative minimum taxable income, as applicable, for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with taxpayer’s receipt of the property described below:

1.The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

                NAME OF TAXPAYER:                                    

                NAME OF SPOUSE:  ________________   

                ADDRESS:                                                                           

                IDENTIFICATION NO. OF TAXPAYER:  _______________

                IDENTIFICATION NO. OF SPOUSE:  _______________

                TAXABLE YEAR:  __________

2.The property with respect to which the election is made is described as follows:

______________ shares of the Common Stock of Foster Wheeler Ltd., a Bermuda corporation (the “Company”).

3.The date on which the property was transferred is:  _______________

4.The property is subject to the following restrictions:

Forfeiture restriction in favor of the Company (in the form of a right of repurchase for $0.001 per share) upon termination of taxpayer’s employment or consulting relationship, or in the event taxpayer engages in certain acts that are competitive with the Company, its Subsidiaries or their business.

5.The Fair Market Value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $____________

6.The amount (if any) paid for such property: $____________

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property.  The transferee of such property is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

Dated: ____________                                                       Signature:                                                                                             

Dated: ____________                                                       Spouse’s Signature:                                                                           

Attachment B

Foster Wheeler Ltd.

Management Restricted Stock Plan

Form of Restricted Stock Unit Award Agreement

Name of Participant:                                                             

Date of Grant:                                                                     

Number of Shares:                                                                               (the “Shares”)

Expiration Date:                                                                  

[Other Information Required to be included, e.g., SSN or Grant Number: ]

Pursuant to the Foster Wheeler Ltd. Management Restricted Stock Plan (the “Plan”), a copy of which has been delivered to you, along with a prospectus describing the material terms of the Plan, and in accordance with the terms and conditions of the Plan and your agreement to such additional terms, conditions and restrictions as are set forth below, you have been granted as of the date set forth above a Restricted Stock Unit Award, meaning the right to receive Common Shares of Foster Wheeler Ltd (the “Company”), on the terms and conditions set forth herein.  [Subject to Section 3 below,] [c/C]apitalized terms used but not defined in this Restricted Stock Award Agreement (the “Agreement”) have the meanings ascribed to them in the Plan.

1.             Acceptance of Award.  Subject to the terms and conditions of this Agreement and the Plan (the terms of which are incorporated herein by reference) and effective as of the date set forth above, the Company hereby grants to you and you hereby accept the grant of ____________________ (________) Restricted Stock Units (the “Units”), each Unit representing the right to be issued on the terms and conditions outlined herein one share (a “Share”) of Common Stock of the Company.

                2.             Shares.  The “ Shares” refer to the Shares referenced above to be issued upon settlement of the Units, and to all securities received in replacement of such Shares, including as a stock dividends, bonus issues, splits, subdivisions or consolidations, all securities received in replacement of such Shares in a recapitalization, amalgamation, merger, reorganization, exchange or similar transaction, and all new, substituted or additional securities or other property to which the Recipient is entitled by reason of his or her ownership of such Shares.

3.             Relation of Award on Prior Agreement(s).  [As an express condition to acceptance of this Award, you agree that the only vesting and lapse of forfeiture restriction provisions to govern the Award are as set forth in Section 4 of this Agreement and that you will not be entitled to any additional vesting or lapse of forfeiture restrictions under any employment, change of control or other agreement or arrangement, written or unwritten, to which you are a party with the Company.]

OR

[If you are party to an employment or similar agreement or agreements with the Company [or reference specific agreement] (such agreement or agreements, the “Employment Agreement”) as of the date of this Agreement, then this Agreement shall incorporate provisions from the Employment Agreement as follows:

                (a)           If the Employment Agreement includes a definition of “termination for cause,” the definition included in the Employment Agreement (including, if applicable, any notice or cure periods that may apply to such definition) shall supersede the definition of “Cause” contained in Section 2(e) of the Plan; and

                (b)           If the Employment Agreement includes a definition of resignation for “good reason” or a similar provision, you will be considered to have satisfied the requirements of clause (ii) Section 2(s) of the Plan if and only if your resignation meets the requirements of a resignation for good reason or a similar provision under the Employment Agreement; and

                (c)           If the Employment Agreement limits your right to compete with the Company, you will be deemed to have violated the provisions of Section 4(g) and Section 13(a) of the Plan if and only if you have violated the terms of the Employment Agreement (except that the Employment Agreement will not have the effect of extending the period of time during which the Award is subject to forfeiture beyond six (6) months after termination of Continuous Service Status, as specified in Section 13(a) of the Plan).]

                4.             Vesting; Termination of Unit.

(a)           General.  You will be issued the Shares subject to the Units only as you vest in the Units, meaning that the Units will be settled in Shares on the Vesting Date applicable to such Shares.  Subject to your remaining in Continuous Service Status through such date(s), and subject further to paragraphs 4(b), (c) and (d) below, the Units will vest and your right to receive and retain the Shares will become nonforfeitable as follows:

                                Percentage of the Units                                      Vesting Date

Each day on which you vest in any portion of the Units is referred to as a “Vesting Date.”  As of the 31st day (or 91st day if your reemployment is guaranteed by statute or contract) of a leave of absence, vesting credit will no longer accrue unless otherwise determined by the Committee or required by contract or statute.  If you return to service immediately after the end of an approved leave of absence, vesting credit shall continue to accrue from that date of continued employment.

2

                (b)           Forfeiture Price.  In the event that any Shares are required to be forfeited under any circumstances set forth in this Section 4, then the Company will have the right (but not the obligation) to repurchase any or all of such forfeited Shares for $0.001 per Share.  The Company will have 90 days from the date of any event giving rise to forfeiture under this Section 4 within which to effect a repurchase of any or all of the Shares subject to such forfeiture conditions.   The Company’s right to repurchase the Shares under this Section 4 is assignable by the Company, in its sole discretion, to a Subsidiary or other party to whom such rights can be assigned under the Applicable Laws.

                (c)           Termination of Continuous Service Status.  Except as set forth in paragraphs 4(d), (e) and (f), any Units that are not vested pursuant to paragraph 4(a) above on the date on which your Continuous Service Status terminates for any reason, but excluding termination as a result of your death, Disability or Retirement (as defined in paragraph 4(d) below), will be forfeited in their entirety to the Company and you will not receive any Shares in connection therewith.

                (d)           Termination as a Result of Death, Disability or Retirement.  Except as set forth in paragraphs 4(e) and (f), in the event of termination of your Continuous Service Status as a result of your death, Disability or Retirement (as defined below), the vesting of any Units that are not vested pursuant to paragraph 4(a) above as of immediately prior to the date of such termination shall accelerate in full and become fully vested (and any forfeiture feature specified in paragraph 4(c) will lapse in full) as of such termination date.  “Disability” means (i) if the Company maintains a long-term disability plan for which you are eligible (whether or not you have elected to participate), disability as defined in such plan, (ii) if you are not eligible to participate in a long-term disability plan, but are a party to an employment agreement that contains a definition of disability, the definition contained in such agreement, or (iii) if neither (i) nor (ii) applies, a total and permanent disability as defined in Section 22(e)(3) of the Code.  “Retirement” means a termination of employment after you have attained the age (and length of service, if required) at which you are eligible for normal or early retirement under any tax-qualified retirement plan for which you are eligible (whether or not you have elected to participate), or under the Company’s retirement policies applicable to senior management of the Company.

(e)           Change of Control Acceleration.  Notwithstanding anything to the contrary in the Plan, in the event of a Change of Control and irrespective of whether outstanding Awards under the Plan are being assumed, substituted or terminated in connection with the transaction, the vesting and lapse of the time-based forfeiture restrictions applicable to this Award as set forth in paragraphs 4(a) and (c) will accelerate such that you will become vested in fifty percent (50%) of the Units then unvested and subject to such forfeiture feature, effective as of immediately prior to consummation of the transaction.

Further notwithstanding the above [and subject to Section 3 above], in the event (i) of a Change of Control following which you hold Units which have been assumed by the Successor Corporation, and (ii) you are Involuntarily Terminated by the Company or the Successor Corporation (as applicable) simultaneously with, or within twelve (12) monthsfollowing, consummation of the transaction, then the vesting and lapse of the time-based

3

forfeiture restrictions applicable to the Units as set forth in paragraphs 4(a) and (c) will accelerate such that you will become vested in any Units that remain unvested and subject to such forfeiture restriction, effective as of immediately prior to the effective date of your Involuntary Termination.

                (f)            Forfeiture Related to Competitive Acts and Termination for Cause.  Notwithstanding anything else to the contrary herein [and subject to Section 3 above], the forfeiture features specified in Section 13 of the Plan (relating to your engaging in certain acts competitive with the Company and its business, and to the effect on the Units and Shares subject thereto in the event your Continuous Service Status is terminated for Cause) apply to the Units and may override the provisions set forth in paragraphs 3(a) and (e) above.

                5.             Share Certificates.  Share certificates (the “Certificate”) evidencing the conversion of Units into Shares will be issued and the Shares will be issued and registered in your name as of the Vesting Date (such date being the end of the “Restricted Period”) on the register of shareholders of the Company (through its transfer agent).  Subject to Section 7 of this Agreement, Certificates representing the Shares will be delivered to the Employee as soon as practicable after the end of the applicable Restricted Period.

                6.             Dividends.  While you hold Units, you  will [not] be entitled to receive cash payments equal to any cash dividends and other distributions paid with respect to a corresponding number of Shares[, provided that if any such dividends or distributions are paid in Shares, the Fair Market Value of such Shares will be converted into Units, and further provided that such Units will be subject to the same forfeiture restrictions and restrictions on transferability as apply to the Units with respect to which they relate].

                7.             Tax Withholding Obligations.  As a condition to receipt of the Units and the Shares, you acknowledge your obligation with respect to any tax or similar withholding obligations that may arise in connection with receipt or vesting of the Units and/or receipt of the Shares.  The Company or its representative will have the right to take such action as may be necessary, in the Administrator’s discretion, to satisfy the obligations outlined in this Section 7.   You further agree that the Company will have the right to deduct or cause to be deducted from your current compensation any federal, state, local, foreign or other taxes required by law to be withheld or paid with respect to such event.  In addition, you agree that the Company will have the right (but not the obligation) to require you to tender for cancellation that number of Restricted Shares subject to the Award having a Fair Market Value equal to the aggregate amount of the withholding obligation and that such tendering for cancellation shall be effected by the Company’s repurchasing from you that number of Restricted Shares having such aggregate value, which amount will be applied against the withholding obligations.  You understand that the Company’s rights to ensure satisfaction of applicable withholding obligations with respect to the Award and the Restricted Shares, either through your tendering for cancellation or sale of the Restricted Shares themselves, or through other sources of funds that may be available to you, may require planning on your part, in advance of the expected Vesting Date(s) specified in Section 4 above.  The Company may also in lieu of or in addition to the foregoing, at its sole discretion, require you to deposit with the Company an amount of cash sufficient to meet the withholding requirements.  The Company will not deliver any of the Shares

4

until and unless you have made the deposit required herein or otherwise made proper provision for all applicable tax and similar withholding obligations.

                8.             Restriction on Transferability.  Until settlement of the Units upon issuance to you of the Shares subject thereto, the Units may not be sold, transferred, pledged, assigned, or otherwise alienated at any time.  Any attempt to do so contrary to the provisions hereof shall be null and void.  Notwithstanding the above and subject to Section 10 below, distribution can be made pursuant to will, the laws of descent and distribution, intra-family transfer instruments or to an inter vivos trust.

                9.             Rights as Shareholder.  You will have no voting or any other rights as a shareholder of the Company with respect to the Units prior to the date on which you are issued the Shares subject thereto.  Upon settlement of the Units into Shares, you will obtain full voting and other rights as a shareholder of the Company.

10.           Designation of Beneficiaries.  You may, in accordance with procedures established by the Administrator, designate one or more beneficiaries to receive all or part of any Units or Shares to be distributed to you hereunder on settlement of Units in the case of your death, and you may change or revoke such designation at any time.  In the event your death, any Shares distributable hereunder that are subject to such a designation (to the extent such a designation is enforceable under applicable law) will be distributed to such beneficiary or beneficiaries in accordance with this Agreement.  Any other Shares distributable will be distributed to your estate.  If there is any question as to the legal right of any beneficiary to receive a distribution hereunder, the amount in question will be paid over to your estate, in which event neither the Company nor any affiliate of the Company will have any further liability to anyone with respect to such amount.

                11.           Amendment of Award.    The Administrator may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than as explicitly permitted under the Plan pursuant to Sections 7, 8, 11 or 13 thereof)  shall be made that would adversely affect your rights under this Agreement without your consent.

                12.           General.  This Agreement, together with the Plan, represent the entire agreement between the Company and you with respect to the Units and the Shares.  To the extent the provisions of this Agreement conflict with the terms of the Plan, the Plan provisions will govern.

By your signature below, you indicate your acceptance of the terms of this Restricted Stock Unit Award, and acknowledge that you have received copies of the Plan and the Prospectus, in each case as currently in effect.  You also acknowledge and agree that your rights to receive any Shares will be earned only as you provide services to the Company over time, and that nothing in the grant of this Restricted Stock Unit Award or this Agreement confers upon you any right to continue in the employ of the Company for any period of time, nor does it interfere in any way with your, the Company’s right to terminate your employment or consulting relationship at any time, for any reason, with or without Cause.

                By signing this Agreement, you acknowledge that your personal employment information regarding participation in the Plan and information necessary to determine and pay, if applicable, benefits under the Plan must be shared with other entities, including companies related to the Company and persons responsible for certain acts in the administration of the Plan.  By signing this Agreement, you consent to such transmission of personal data as the Company believes is appropriate to administer the Plan.

5

Accepted and Agreed to by Participant:                                                                                        

Acknowledged and Agreed to by Company:                                                                 

                                                                                Title:                                                      

6

EX-99.28

Exhibit 99.28

EXECUTION COPY

May 4, 2004

Foster Wheeler LLC
Perryville Corporate Park
Service Road East 173
Clinton, New Jersey 08809-4000

THIRD EXTENSION OF COMMITMENTS

Ladies and Gentlemen:

Reference is made to the Commitment Letter dated February 4, 2004 (as modified by the Extension of Commitments dated April 5, 2004 and the Second Extension of Commitments dated April 12, 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 a third 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(a) of the Commitment Letter is hereby amended to read in its entirety as follows:

“(a)         May 7, 2004;”

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 May 4, 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 May 4, 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 Desmaris
Name:		Thierry Desmaris
Title:		Vice President and Treasurer

Purchaser:
Wells Fargo Bank, N.A.
By:	/s/ Peta Swidler
Name:		PETA SWIDLER
Title:		SVP

Purchaser:
Sutter Advisors, LLC
By:	/s/ Peta Swidler
Name:		PETA SWIDLER
Title:		SVP

Purchaser:
Merrill Lynch Global Allocation Fund, Inc.
By:	/s/ Dan CV Chamby
Name:		DAN CV CHAMBY
Title:		Associate Portfolio Manager

Purchaser:
Merrill Lynch International Investment Fund - MLIIF Global Allocation Fund
By:	/s/ Dan CV Chamby
Name:		DAN C.V. CHAMBY
Title:		Associate Portfolio Manager

Purchaser:
Merrill Lynch Variable Series Fund, Inc. - Merrill Lynch Global Allocation V.I. Fund
By:	/s/ Dan CV Chamby
Name:		DAN CV CHAMBY
Title:		Associate Portfolio Manager

Purchaser:
Merrill Lynch Series Funds, Inc. - Global Allocation Strategy Portfolio
By:	/s/ Dan CV Chamby
Name:		DAN C.V. CHAMBY
Title:		Associate Portfolio Manager

Purchaser:
Tribeca Investments Ltd.
By:	/s/ Craig Jarvis
Name:		CRAIG JARVIS
Title:		Chief Financial Officer Tribeca Investments Ltd.

Purchaser:
Highbridge Capital Corporation
By: Highbridge Capital Management, LLC
By:	/s/ Andrew Martin
Name: Andrew Martin
Title: Portfolio Manager
Address:
9 West 57th Street 27th Floor New York, New York 10019
Tel: (212) 287-4735
Fax: (212) 755-4250

Security Holder:
SPECIAL VALUE BOND FUND II, LLC
By:			SVIM/MSM II, LLC
Its:			Managing Member
By:			Tennenbaum & Co., LLC
Its:			Managing Member
By:	/s/ Mark K. Holdsworth
Name:		Mark K. Holdsworth
Title:

Security Holder:
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 K. Holdsworth
Name:		Mark K. Holdsworth
Title:

EX-99.29

Exhibit 99.29

EXECUTION COPY

May 7, 2004

Foster Wheeler LLC

Perryville Corporate Park

Service Road East 173

Clinton, New Jersey 08809-4000

FOURTH EXTENSION OF COMMITMENTS

Ladies and Gentlemen:

Reference is made to the Commitment Letter dated February 4, 2004 (as modified by the Extension of Commitments dated April 5, 2004, the Second Extension of Commitments dated April 12, 2004 and the Third Extension of Commitments dated May 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 a fourth 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(a) of the Commitment Letter is hereby amended to read in its entirety as follows:

“(a)         May 19, 2004;”

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 May 7, 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 May 7, 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 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/ Steven Weinstein
	Title:	Steven Weinstein
	Name:	Vice President & Deputy General Counsel

Purchaser:
Wells Fargo Bank, N.A.
By:	/s/ Sean Lynch
Name: Sean Lynch
Title: Vice President

Purchaser:
Sutter Advisors, LLC
By:	/s/ George Wick
Name: George Wick
Title: SVP

Purchaser:

Merrill Lynch Global Allocation Fund, Inc.

By:	/s/ Dennis Stattman
Name:	Dennis Stattman
Title:	Portfolio Manager

Purchaser:
Merrill Lynch International Investment Fund
- MLIIF Global Allocation Fund
By:	/s/ Dennis Stattman
Name: Dennis Stattman
Title: Portfolio Manager

Purchaser:
Merrill Lynch Variable Series Fund, Inc. -
Merrill Lynch Global Allocation V.I. Fund
By:	/s/ Dennis Stattman
Name: Dennis Stattman
Title: Portfolio Manager

Purchaser:
Merrill Lynch Series Funds, Inc. - Global
Allocation Strategy Portfolio
By:	/s/ Dennis Stattman
Name: Dennis Stattman
Title: Portfolio Manager

Purchaser:
Tribeca Investments Ltd.
By:	/s/ Craig Jarvis
Name:			Craig Jarvis
Title:		Chief Financial Officer Tribeca Management LLC

Purchaser:
Highbridge Capital Corporation
By:	Highbridge Capital Management, LLC
By:	/s/ Andrew Martin
Name: Andrew Martin
Title: Portfolio Manager

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

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

EX-99.30

Exhibit 99.30

EXECUTION COPY

May 4, 2004

Foster Wheeler LLC
Perryville Corporate Park
Service Road East 173
Clinton, New Jersey 08809-4000

AMENDMENT NO. 1 TO NO-TRANSFER AGREEMENT

Ladies and Gentlemen:

Reference is made to the No-Transfer Agreement dated April 9, 2004 (the “No-Transfer Agreement”), among Foster Wheeler Ltd., a Bermuda Company, Foster Wheeler LLC, a Delaware limited liability company (collectively, the “Companies,” and each, individually, a “Company”) and the signatories thereto (collectively the “Security Holders,” and each, individually, a “Security Holder”) Terms defined in the No-Transfer Agreement are used herein as defined therein.

The Companies have requested that the Security Holders agree to amend the No-Transfer Agreement and the Security Holders are willing to so agree upon the terms and conditions of this Amendment No. 1 to the No-Transfer Agreement (the “Amendment No. 1”). 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 No-Transfer Agreement shall be amended as follows:

1.01. Termination of Agreement. Section 6(a)(i) of the No-Transfer Agreement is hereby amended to read in its entirety as follows:

“(i)          May 7, 2004, if the Form S-4 has not been declared effective by such date;”

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 Amendment No. 1. The execution and delivery of counterparts of this Amendment No. 1 by each of the Companies and each of the Security Holders not later than May 4, 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 either of the Companies on or before May 4, 2004.

Section 3. Miscellaneous. Except as herein provided, the terms and conditions set forth in the No-Transfer Agreement shall continue unchanged and in full force and effect. This Amendment No. 1 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 Amendment No. 1 to be executed and delivered by its duly authorized officers as of the date first written above.

Very truly yours,
FOSTER WHEELER Ltd.
By:	/s/ Thierry Desmaris
	Name:  Thierry Desmaris
	Title:  Vice President and Treasurer
FOSTER WHEELER LLC
By:	/s/ Thierry Desmaris
	Name:  Thierry Desmaris
	Title:  Vice President and Treasurer

Security Holder:
Wells Fargo Bank, N.A.
By:	/s/ Peta Swidler
Name:		PETA SWIDLER
Title:		SVP

Security Holder:
Sutter Advisors, LLC
By:	/s/ Peta Swidler
Name:		PETA SWIDLER
Title:		SVP

Security Holder:
Merrill Lynch Global Allocation Fund, Inc.
By:	/s/ Dan CV Chamby
Name:		DAN C.V. CHAMBY
Title:		Associate Portfolio Manager

Security Holder:
Merrill Lynch International Investment Fund - MLIIF Global Allocation Fund
By:	/s/ Dan CV Chamby
Name:		DAN C.V. CHAMBY
Title:		Associate Portfolio Manager

Security Holder:
Merrill Lynch Variable Series Fund, Inc. - Merrill Lynch Global Allocation V.I. Fund
By:	/s/ Dan CV Chamby
Name:		DAN C.V. CHAMBY
Title:		Associate Portfolio Manager

Security Holder:
Merrill Lynch Series Funds, Inc. - Global Allocation Strategy Portfolio
By:	/s/ Dan CV Chamby
Name:		DAN C.V. CHAMBY
Title:		Associate Portfolio Manager

Security Holder:
Tribeca Investments Ltd.
By:	/s/ Craig Jarvis
Name:		CRAIG JARVIS
Title:		Chief Financial Officer Tribeca Investments Ltd.

Security Holder:
Highbridge Capital Corporation
By: Highbridge Capital Management, LLC
By:	/s/ Andrew Martin
Name:		Andrew Martin
Title:		Portfolio Manager
Address:
9 West 57th Street 27th Floor New York, New York 10019
Tel: (212) 287-4735
Fax: (212) 755-4250

Security Holder:
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 K. Holdsworth
Name:		Mark K. Holdsworth
Title:

Security Holder:
SPECIAL VALUE BOND FUND II, LLC
By: SVIM/MSM II, LLC
Its:  Managing Member
By: Tennenbaum & Co., LLC
Its:  Managing Member
By:	/s/ Mark K. Holdsworth
Name:		Mark K. Holdsworth
Title:

EX-99.31

Exhibit 99.31

EXECUTION COPY

May 7, 2004

Foster Wheeler LLC

Perryville Corporate Park

Service Road East 173

Clinton, New Jersey 08809-4000

AMENDMENT NO. 2 TO NO-TRANSFER AGREEMENT

Ladies and Gentlemen:

Reference is made to the No-Transfer Agreement dated April 9, 2004 (as amended by Amendment No. 1 to the No-Transfer Agreement dated May 4, 2004, the “No-Transfer Agreement”), among Foster Wheeler Ltd., a Bermuda Company, Foster Wheeler LLC, a Delaware limited liability company (collectively, the “Companies,” and each, individually, a “Company”) and the signatories thereto (collectively the “Security Holders,” and each, individually, a “Security Holder”)  Terms defined in the No-Transfer Agreement are used herein as defined therein.

The Companies have requested that the Security Holders agree to amend the No-Transfer Agreement and the Security Holders are willing to so agree upon the terms and conditions of this Amendment No. 2 to the No-Transfer Agreement (the “Amendment No. 2”).  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 No-Transfer Agreement shall be amended as follows:

1.01.  Termination of Agreement.  Section 6(a)(i) of the No-Transfer Agreement is hereby amended to read in its entirety as follows:

“(i)          May 19, 2004, if the Form S-4 has not been declared effective by such date;”

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 Amendment No. 2. The execution and delivery of counterparts of this Amendment No. 2 by each of the Companies and each of the Security Holders not later than May 7, 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 either of the Companies on or before May 7, 2004.

Section 3.  Miscellaneous.  Except as herein provided, the terms and conditions set forth in the No-Transfer Agreement shall continue unchanged and in full force and effect.  This Amendment No. 2 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 Amendment No. 2 to be executed and delivered by its duly authorized officers as of the date first written above.

Very truly yours,
FOSTER WHEELER LTD.
By:	/s/ Steven Weinstein
	Name: Steven Weinstein
	Title: Vice President & Deputy General Counsel
FOSTER WHEELER LLC
By:	/s/ Steven Weinstein
	Name: Steven Weinstein
	Title: Vice President & Deputy General Counsel

Security Holder:
Wells Fargo Bank, N.A.
By:	/s/ Sean Lynch
Name: Sean Lynch
Title: Vice President

Security Holder:
Sutter Advisors, LLC
By:	/s/ George Wick
Name: George Wick
Title: SVP

Security Holder:
Merrill Lynch Global Allocation Fund, Inc.
By:	/s/ Dennis Stattman
Name: Dennis Stattman
Title: Portfolio Manager

Security Holder:
Merrill Lynch International Investment Fund
- MLIIF Global Allocation Fund
By:	/s/ Dennis Stattman
Name: Dennis Stattman
Title: Portfolio Manager

Security Holder:
Merrill Lynch Variable Series Fund, Inc. -
Merrill Lynch Global Allocation V.I. Fund
By:	/s/ Dennis Stattman
Name: Dennis Stattman
Title: Portfolio Manager

Security Holder:
Merrill Lynch Series Funds, Inc. - Global
Allocation Strategy Portfolio
By:	/s/ Dennis Stattman
Name: Dennis Stattman
Title: Portfolio Manager

Security Holder:
Tribeca Investments Ltd.
By:	/s/ Craig Jarvis
Name: Craig Jarvis
Title: Chief Financial Officer           Tribeca Management LLC

Security Holder:
Highbridge Capital Corporation
By: Highbridge Capital Managerment, LLC
By:	/s/ Andrew Martin
Name: Andrew Martin
Title: Portfolio Manager

Security Holder:
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

Security Holder:
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

EX-99.32

Exhibit 99.32

May 19, 2004

Foster Wheeler LLC

Perryville Corporate Park

Service Road East 173

Clinton, New Jersey 08809-4000

FIFTH EXTENSION OF COMMITMENTS

Ladies and Gentlemen:

Reference is made to the Commitment Letter dated February 4, 2004 (as modified by the Extension of Commitments dated April 5, 2004, the Second Extension of Commitments dated April 12, 2004, the Third Extension of Commitments dated May 4, 2004 and the Fourth Extension of Commitments dated May 7, 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 a fifth 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.Definitions.

(a)           Section 1 of the Commitment Letter is hereby amended by adding the following definition:

“Business Day” means any day excluding Saturday, Sunday and any day that shall be in the City of New York a legal holiday or a day on which banking institutions are authorized or required by law or other governmental actions to close.

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(b)           The following definitions in Section 1 of the Commitment Letter are hereby amended to read in their entirety as follows:

“Exchange Offer” means (i) the offer by Foster Wheeler Ltd. to holders of the Convertible Notes and Robbins Bonds to exchange Common Stock and/ or Preferred Stock for the Convertible Notes and Robbins Bonds, respectively, (ii) the offer by Foster Wheeler Ltd. to holders of the Trust Securities to exchange Common Stock and/ or Preferred Stock for the Trust Securities, and (iii) the offer by Foster Wheeler LLC and Foster Wheeler Ltd. to holders of the 2005 Notes to exchange Common Stock and/ or Preferred Stock and the Rollover Notes for the 2005 Notes, in each case upon terms substantially as set forth on Schedule 2 hereto and to be described in the Solicitation Materials.

“Form S-4” means the Registration Statement on Form S-4 of the Company and Foster Wheeler Ltd. and certain of their subsidiaries, including the documents incorporated by reference therein, as amended and filed with the Commission.

“Preferred Stock” means the Series B Convertible Preferred Shares of Foster Wheeler Ltd. to be issued in the Restructuring, which shall be optionally convertible into shares of the Common Stock upon the affirmative majority vote of its shareholders to increase the share capital of Foster Wheeler Ltd. as set forth in the Form S-4.

1.02.        Covenants of the Company.  Section 6(h) of the Commitment Letter is hereby amended to read in its entirety as follows:

“(h)         that it shall not change any terms or conditions to the Exchange Offer set forth in the Solicitation Materials (including, without limitation, not changing the terms of the Restructuring in any manner whatsoever that modifies, amends, or alters the treatment of, consideration to or distribution to holders of 2005 Notes, Convertible Notes, Robbins Bonds, Trust Securities, Common Stock, any other claims or equity interests against or in the Companies, or other Persons) without the prior written consent of each of the Purchasers.”

1.03.        Termination of Commitment.

(a)           Section 7(a) of the Commitment Letter is hereby amended to read in its entirety as follows:

“(a)         June 9, 2004, if the Form S-4 has not been declared effective by such date;”

(b)           Section 7 of the Commitment Letter is hereby amended by (i) deleting the word “and” after the semicolon in Section 7(g) thereof, (ii) replacing the

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period at the end of Section 7(h) thereof with “; and” and (iii) adding a new Section 7(i) thereto as follows:

“(i)          the 65^th calendar day following the commencement of the Exchange Offer, if the Exchange Offer has not been consummated by such 65^th calendar day.”

1.04.        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 May 19, 2004;

(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 May 19, 2004; and

(c)           Payment of Commitment Fee.  The payment by the Company in cash to each Purchaser of a commitment fee equal to 0.10% of the principal of the Upsized Notes required to be purchased by such Purchaser under the Commitment Letter.

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.

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                                IN WITNESS WHEREOF, each of the parties has caused this 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 Desmaris
	Name: Thierry Desmaris
	Title: Treasurer

Purchaser:
Wells Fargo Bank, N.A.
By:	/s/ Peta Swidler
Name: Peta Swidler
Title: Senior Vice President

Purchaser:
Sutter Advisors LLC
By:	/s/ Peta Swidler
Name: Peta Swidler
Title: Senior Vice President

Purchaser:
Merrill Lynch Global Allocation Fund, Inc.
By:	/s/ Dan Chamby
Name: Dan Chamby
Title: Associate Portfolio Manager

Purchaser:
Merrill Lynch International Investment Fund
- MLIIF Global Allocation Fund
By:	/s/ Dan Chamby
Name: Dan Chamby
Title: Associate Portfolio Manager

Purchaser:
Merrill Lynch Variable Series Fund, Inc. -
Merrill Lynch Global Allocation V.I. Fund
By:	/s/ Dan Chamby
Name: Dan Chamby
Title: Associate Portfolio Manager

Purchaser:
Merrill Lynch Series Funds, Inc. - Global
Allocation Strategy Portfolio
By:	/s/ Dan Chamby
Name: Dan Chamby
Title: Associate Portfolio Manager

Purchaser:
Tribeca Investments Ltd.
By:	/s/ Anthony Castano
Name: Anthony Castano
Title: Tribeca Management LLC Authorized Signatory

Purchaser:
Highbridge Capital Corporation
By:	/s/ Andrew Martin
Name: Andrew Martin
Title: Portfolio Manager

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 K. Holdsworth
Title: Managing Partner

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 K. Holdsworth
Title: Managing Partner

EX-99.33

Exhibit 99.33

May 19, 2004

Foster Wheeler LLC

Perryville Corporate Park

Service Road East 173

Clinton, New Jersey 08809-4000

AMENDMENT NO. 3 TO NO-TRANSFER AGREEMENT

Ladies and Gentlemen:

Reference is made to the No-Transfer Agreement dated April 9, 2004 (as amended by Amendment No. 1 to the No-Transfer Agreement dated May 4, 2004 and Amendment No. 2 to the No-Transfer Agreement dated May 7, 2004, the “No-Transfer Agreement”), among Foster Wheeler Ltd., a Bermuda Company, Foster Wheeler LLC, a Delaware limited liability company (collectively, the “Companies,” and each, individually, a “Company”) and the signatories thereto (collectively the “Security Holders,” and each, individually, a “Security Holder”).  Terms defined in the No-Transfer Agreement are used herein as defined therein.

The Companies have requested that the Security Holders agree to amend the No-Transfer Agreement and the Security Holders are willing to so agree upon the terms and conditions of this Amendment No. 3 to the No-Transfer Agreement (the “Amendment No. 3”).  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 No-Transfer Agreement shall be amended as follows:

1.01.  Schedule 1.  Schedule 1 to the No-Transfer Agreement is hereby deleted and replaced in its entirety by Schedule 1 hereto.

1.02.  Definitions.  The following definitions in Section 1 of the No-Transfer Agreement are hereby amended to read in their entirety as follows:

“Exchange Offer” means (i) the offer by Foster Wheeler Ltd. to holders of the Convertible Notes and Robbins Bonds to exchange Common Stock and/ or Preferred Stock for the Convertible Notes and Robbins Bonds, respectively, (ii) the offer by Foster Wheeler Ltd. to holders of the Trust Securities to exchange Common Stock and/ or Preferred Stock for the Trust Securities, and (iii) the offer by Foster Wheeler LLC and Foster Wheeler Ltd. to holders of the 2005 Notes to exchange Common Stock and/ or Preferred Stock and the Rollover Notes for the

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2005 Notes, in each case upon terms substantially as set forth on Schedule 2 to the Extension of Commitments and to be described in the Solicitation Materials.

“Form S-4” means the Registration Statement on Form S-4 of the Companies and certain of their subsidiaries, including the documents incorporated by reference therein, as amended and filed with the Commission.

“Preferred Stock” means the Series B Convertible Preferred Shares of Foster Wheeler Ltd. to be issued in the Restructuring, which shall be optionally convertible into shares of the Common Stock upon the affirmative majority vote of its shareholders to increase the share capital of Foster Wheeler Ltd. as set forth in the Form S-4.

1.03.  The Companies’ Obligations.  Section 2(d) of the No-Transfer Agreement is hereby amended to read in its entirety as follows:

“d.   Each Company shall not, without the prior written consent of each Security Holder: (i) initiate any exchange offer for the Securities, except the Exchange Offer described in the Solicitation Materials, (ii) otherwise seek to restructure or recapitalize, or negotiate or provide confidential information to any Person known by the Company to be contemplating an alternative plan of restructuring or recapitalization with any other party, except through the Restructuring in accordance with the Solicitation Materials and except for discussions with and information provided to the holders of the Robbins Bonds with respect to the possible change in consideration to be delivered to them in connection with the Exchange Offer, or (iii) change any terms or conditions to the Exchange Offer set forth in the Solicitation Materials (including, without limitation, change the terms of the Restructuring in any manner whatsoever that modifies, amends, or alters the treatment of, consideration to or distribution to holders of the 2005 Notes, Convertible Notes, Robbins Bonds, Trust Securities, Common Stock, any other claims or equity interests against or in the Companies, or other Persons).”

1.04.  Termination of Agreement.

(a)  Section 6(a)(i) of the No-Transfer Agreement is hereby amended to read in its entirety as follows:

“(i)          June 9, 2004, if the Form S-4 has not been declared effective by such date;”

(b)  Section 6(a)(ii)(C) is hereby amended by replacing the reference to June 15, 2004 with “July 9, 2004”.

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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 Amendment No. 3. The execution and delivery of counterparts of this Amendment No. 3 by each of the Companies and each of the Security Holders not later than May 19, 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 either of the Companies on or before May 19, 2004.

Section 3.  Miscellaneous.  Except as herein provided, the terms and conditions set forth in the No-Transfer Agreement shall continue unchanged and in full force and effect.  This Amendment No. 3 shall be governed by, and construed in accordance with, the law of the State of New York.

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                                IN WITNESS WHEREOF, each of the parties has caused this Amendment No. 3 to be executed and delivered by its duly authorized officers as of the date first written above.

Very truly yours,
FOSTER WHEELER LTD.
By:	/s/ Thierry Desmaris
	Name: Thierry Desmaris
	Title: Vice President & Treasurer
FOSTER WHEELER LLC
By:	/s/ Thierry Desmaris
	Name: Thierry Desmaris
	Title: Treasurer

Security Holder:
Wells Fargo Bank, N.A.
By:	/s/ Peta Swidler
Name: Peta Swidler
Title: Senior Vice President

Security Holder:
Sutter Advisors LLC
By:	/s/ Peta Swidler
Name: Peta Swidler
Title: Senior Vice President

Security Holder:
Merrill Lynch Global Allocation Fund, Inc.
By:	/s/ Dan Chamby
Name: Dan Chamby
Title: Associate Portfolio Manager

Security Holder:
Merrill Lynch International Investment Fund
- MLIIF Global Allocation Fund
By:	/s/ Dan Chamby
Name: Dan Chamby
Title: Associate Portfolio Manager

Security Holder:
Merrill Lynch Variable Series Fund, Inc. -
Merrill Lynch Global Allocation V.I. Fund
By:	/s/ Dan Chamby
Name: Dan Chamby
Title: Associate Portfolio Manager

Security Holder:
Merrill Lynch Series Funds, Inc. - Global
Allocation Strategy Portfolio
By:	/s/ Dan Chamby
Name: Dan Chamby
Title: Associate Portfolio Manager

Security Holder:
Tribeca Investments Ltd.
By:	/s/ Anthony Castano
Name: Anthony Castano
Title: Tribeca Management LLC Authorized Signatory

Security Holder:
Highbridge Capital Corporation
By:	/s/ Andrew Martin
Name: Andrew Martin
Title: Portfolio Manager

Security Holder:
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 K. Holdsworth
Title: Managing Partner

Security Holder:
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 K. Holdsworth
Title: Managing Partner