EX-99.29 36 a2135830zex-99_29.htm EXHIBIT 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