S-4

As filed with the Securities and Exchange Commission on October 20, 2004.

Registration No.   333-               

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FOSTER WHEELER LLC

As Issuer and Registrant of Debt Securities
(Exact name of Registrant as specified in its charter)

Delaware	1600	22-3803814
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification Number)

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)

GUARANTORS
LISTED ON SCHEDULE A HERETO
As Issuers and Registrants of Guarantees(Exact name of Registrants as specified in their charters)

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

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

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, please 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 Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price per Unit (1)		Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee
10.359% Senior Secured Notes due 2011, Series A	$	120,000,000	100	%	$	120,000,000	$	15,204
Guarantees of 10.359% Senior Secured Notes due 2011, Series A	—		—		—				(2)

(1)Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(f) under the Securities Act of 1933.

(2)Pursuant to Rule 457(n) under the Securities Act of 1933, no additional registration fee is payable with respect to the guarantees.

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

Exact Name of Registrants as Specified in their Charters	State or Other Jurisdiction of Incorporation or Organization	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 Ltd.	Bermuda	22-3802649
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

The information contained in this prospectus is not complete and may be changed. We may not complete this exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. 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, dated October 20, 2004

FOSTER WHEELER LLC

Offer to Exchange up to $120,000,000 in Principal Amount of 10.359% Senior Secured

Notes due 2011, Series A, Guaranteed by certain Guarantors that have been

registered under the Securities Act of 1933

for

any and all outstanding 10.359% Senior Secured Notes due 2011, Series B,

Guaranteed by certain Guarantors that have not been registered under the Securities Act of 1933

The New Notes

•The terms of the new notes are substantially identical to the old notes, except that the new notes have been registered under the Securities Act, and the transfer restrictions, exchange offer provisions and related additional interest provisions relating to the old notes do not apply to the new notes.

•The new notes will mature on September 15, 2011.  The new notes will bear interest at the rate of 10.359% per year.  We will pay interest on the new notes on March 15 and September 15 of each year, beginning March 15, 2005.

•The new notes will be the senior secured obligations of Foster Wheeler LLC.

•The new notes will be 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 that collateral to repay those obligations in full before the holders of the notes.

•The new notes will be fully and unconditionally guaranteed by Foster Wheeler Ltd., Foster Wheeler Holdings Ltd. and the subsidiary guarantors described in this prospectus.

•The new notes will be redeemable at the redemption prices set forth in this prospectus.

•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.

The Exchange Offer

•The exchange offer will expire at 5:00 p.m., New York City time, on                   , 2004, unless extended by us.

•All old notes validly tendered and not validly withdrawn pursuant to the exchange offer will be exchanged. For each old note validly tendered and not validly withdrawn pursuant to the exchange offer, the holder will receive a new note having a principal amount equal to that of the tendered old note.

•Tenders of old notes may be withdrawn at any time before the expiration date of the exchange offer.

For a discussion of factors you should consider before you decide to participate in the exchange offer, see “Risk Factors” beginning on page 8.

We are not asking you for a proxy, and you are requested not to send us a proxy.

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 date of this prospectus is                        , 2004

TABLE OF CONTENTS

Forward Looking Statements

Unaudited Pro Forma Condensed Consolidated Financial Statements

Ratio of Earnings to Fixed Charges

Use of Proceeds

The Exchange Offer

Description of the New Notes

U.S. Federal Income Tax Considerations

Plan of Distribution

Legal Matters

Experts

Enforcement of Civil Liabilities

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended, which we refer to as the Securities Act.  This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities.  We have agreed that, for a period of up to one year after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale.  See “Plan of Distribution.”

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

In connection with the securities offered by this prospectus, Foster Wheeler LLC and certain 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 the notes and Foster Wheeler LLC, 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., the parent company of Foster Wheeler LLC, 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. The SEC maintains a website that contains reports, proxy and information statements and other information. The website address is http://www.sec.gov. 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.

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.

The SEC allows us to “incorporate by reference” into this prospectus certain of the information Foster Wheeler Ltd. files with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. The information incorporated by reference is an important part of this prospectus and information that we subsequently file with the SEC will automatically update and supercede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, until the later of the date on which we have completed the exchange

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offer or the end of the period during which this prospectus is available for use by participating broker-dealers and others with similar prospectus delivery requirements for use in connection with any resale of new notes:

•Foster Wheeler Ltd.’s annual report on Form 10-K for the year ended December 26, 2003 filed on March 12, 2004, as amended by the Form 10-K/A filed on June 9, 2004.

•Foster Wheeler Ltd.’s quarterly report on Form 10-Q for the quarter ended March 26, 2004 filed on May 5, 2004, as amended by the Form 10-Q/A filed on June 9, 2004 and August 13, 2004.

•Foster Wheeler Ltd’s quarterly report on Form 10-Q for the quarter ended June 25, 2004 filed on August 9, 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, May 25, 2004, July 8, 2004, July 23, 2004, August 13, 2004, August 13, 2004, September 27, 2004, October 1, 2004, October 1, 2004 and October 18, 2004.

You may request a copy of these filings, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing, 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.

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. 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 elsewhere in this prospectus.  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 Foster Wheeler LLC and the guarantors of the new notes on a combined basis in the notes to its consolidated financial statements included in its Annual Report on Form 10-K/A (Amendment No. 1) incorporated by reference in this prospectus.

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SUMMARY

This summary represents a summary of all material terms of the exchange offer 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   , and the documents incorporated by reference in this prospectus to fully understand this exchange offer and our business, results of operations and financial condition. Except as the context otherwise requires, the terms “we,” “us,” “our,” and “Foster Wheeler,” as used in this prospectus, refer to Foster Wheeler Ltd. and its direct and indirect subsidiaries on a consolidated basis.

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 a guarantor of 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 an indirectly wholly owned subsidiary of Foster Wheeler Ltd. Foster Wheeler LLC is the issuer of 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.

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 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.

The Equity-for-Debt Exchange Offer

On September 24, 2004, we successfully completed an equity-for-debt exchange offer.  In that exchange offer, we exchanged:  (1) Foster Wheeler’s common shares, Series B convertible preferred shares, or the preferred shares, and warrants to purchase common shares for $134.9 million 9.00% Preferred Securities, Series I issued by FW Preferred Capital Trust I (liquidation amount $25 per trust security), or the trust securities, including accrued dividends; (2) Foster Wheeler’s common shares and preferred shares for $206.9 million 6.50% Convertible Subordinated Notes due 2007 issued by Foster Wheeler Ltd., or the convertible notes; (3) Foster Wheeler’s common shares and preferred shares for $93.7 million 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; and (4) Foster Wheeler’s common shares and preferred shares

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and $141.4 million of 10.359% senior secured notes due 2011, Series A of Foster Wheeler LLC for $188.6 million 6.75% Senior Notes due 2005 of Foster Wheeler LLC, or the 2005 notes. We refer to the $141.4 million of Foster Wheeler LLC’s 10.359% senior secured notes due 2011, Series A that were issued in the equity-for-debt exchange offer as the “rollover notes” in this prospectus. The equity-for-debt exchange offer reduced our existing debt by approximately $437 million, improved our consolidated net worth by approximately $448 million, is expected to reduce our interest expense by approximately $28 million per year, and, when combined with the sale of the old notes, the proceeds of which were used to repay amounts outstanding under our existing domestic credit agreement, eliminated substantially all of our material scheduled corporate debt maturities prior to 2011.

The Exchange Offer

On September 24, 2004, Foster Wheeler LLC completed the offering of $120,000,000 aggregate principal amount of its 10.359% senior secured notes due 2011, Series B, or the old notes, in a transaction exempt from registration under the Securities Act. In connection with this transaction, we entered into a registration rights agreement with the purchasers of the old notes in which we agreed to commence this exchange offer. Accordingly, you may exchange your old notes for new notes which have substantially the same terms. We refer to the old notes and the new notes together as the notes. The following is a summary of the exchange offer. For a more complete description of the terms of the exchange offer, see “The Exchange Offer” in this prospectus.

Securities Offered	$120,000,000 aggregate principal amount of our 10.359% Senior Secured Notes due 2011, Series A, registered under the Securities Act. The terms of the new notes offered in the exchange offer are substantially identical to those of the old notes, except that the transfer restrictions, exchange offer provisions and related additional interest provisions relating to the old notes do not apply to the new notes.
The Exchange Offer	We are offering new notes in exchange for a like principal amount of our old notes. We are offering these new notes to satisfy our obligations under a registration rights agreement which we entered into with the initial purchasers of the old notes. You may tender your outstanding notes for exchange by following the procedures described under the heading “The Exchange Offer.” The exchange offer is not subject to any federal or state regulatory requirements other than securities laws.
Expiration Date; Tenders; Withdrawal	The exchange offer will expire at 5:00 p.m., New York City time, on            , 2004, unless we extend it. You may withdraw any old notes that you tender for exchange at any time prior to the expiration date of the exchange offer. We will accept any and all old notes validly tendered and not validly withdrawn on or before the expiration date. See “The Exchange Offer—Procedures for Tendering Old Notes” and “—Withdrawal of Tenders of Old Notes” for a more complete description of the tender and withdrawal period.
United States Federal Income Tax Considerations	Your exchange of old notes for new notes to be issued in the exchange offer will not result in any gain or loss to you for United States federal income tax purposes. See “U.S. Federal Income Tax Considerations” for a summary of United States federal income tax consequences associated with the exchange of old notes for new notes.
Use of Proceeds	We will not receive any cash proceeds from the exchange offer.
Exchange Agent	Wells Fargo Bank, National Association.
Shelf Registration	If applicable interpretations of the staff of the SEC do not permit us to effect the exchange offer, or upon the request of holders of old notes under certain circumstances, we will be required to file, and

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	use our best efforts to cause to become effective, a shelf registration statement under the Securities Act which would cover resales of old notes. See “Description of the New Notes—Registration Rights.”
Consequences of Your Failure to Exchange Your Old Notes	Old notes that are not exchanged in the exchange offer will continue to be subject to the restrictions on transfer that are described in the legend on the old notes. In general, you may offer or sell your old notes only if they are registered under, or offered or sold under an exemption from, the Securities Act and applicable state securities laws. We do not currently intend to register the old notes under the Securities Act (except as discussed in the next sentence). Following consummation of the exchange offer, we will not be required to register under the Securities Act any old notes that remain outstanding except in the limited circumstances in which we are obligated to file a shelf registration statement for certain holders of old notes not eligible to participate in the exchange offer pursuant to the registration rights agreement. If your old notes are not tendered and accepted in the exchange offer, it may become more difficult for you to sell or transfer your old notes. See “Description of the New Notes—Registration Rights.”
Consequences of Exchanging Your Old Notes; Who May Participate in the Exchange Offer	Based on interpretations of the staff of the SEC, we believe that you will be allowed to resell the new notes that we issue in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act if:
	•you are acquiring the new notes in the ordinary course of your business;
	•you are not participating in and do not intend to participate in a distribution of the new notes;
	•you have no arrangement or understanding with any person to participate in a distribution of the new notes; and
	•you are not one of our “affiliates,” as defined in Rule 405 under the Securities Act.
	If any of these conditions are not satisfied, you will not be eligible to participate in the exchange offer, you should not rely on the interpretations of the staff of the SEC in connection with the exchange offer and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of your notes.
	If you are a broker-dealer and you will receive new notes for your own account in exchange for old notes that you acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution” for a description of the prospectus delivery obligations of broker-dealers in the exchange offer.

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Conditions of the Exchange Offer	Notwithstanding any other term of the exchange offer, or any extension of the exchange offer, we do not have to accept for exchange, or exchange new notes for, any old notes, and we may terminate the exchange offer before acceptance of the old notes, if in our reasonable judgment:
	•the exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC; or
	•any action or proceeding has been instituted or threatened in any court or by any governmental agency that might materially impair our ability to proceed with the exchange offer or, in any such action or proceeding, any material adverse development has occurred with respect to us; or
	•we have not obtained any governmental approval which we deem necessary for the consummation of the exchange offer.

The New Notes

The summary below describes the principal terms of the new notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of the New Notes” section of this prospectus contains a more detailed description of the terms and conditions of the new notes.  The term “notes” includes the rollover notes as well as the old notes and the new notes.

Issuer	Foster Wheeler LLC
Securities	$120,000,000 aggregate principal amount of 10.359% Senior Secured Notes due 2011, Series A. As discussed above, Foster Wheeler LLC also issued $141.4 million of its 10.359% Senior Secured Notes due 2011, Series A in the equity-for-debt exchange offer.
Maturity	September 15, 2011
Interest Rate	10.359% per annum
Interest Payment Dates	Semi-annually on March 15 and September 15 of each year, commencing March 15, 2005.
Guarantees	The notes are 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 notes are the senior secured obligations of Foster Wheeler LLC. The new notes rank pari passu with Foster Wheeler’s obligations under the senior secured credit agreement and its obligations under the rollover notes. The notes are 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;
	•pledges of capital stock held in certain of Foster Wheeler LLC’s and the guarantors’ 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 notes 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 notes will be applied first to all obligations in respect of any letters of credit under the senior secured credit agreement, which were collectively $73.2 million at June 25, 2004, and all obligations outstanding in respect of letters of credit or revolving loans under any other credit facility permitted under the indenture, and

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	thereafter, on a pro rata basis, to all obligations in respect of the new notes, the rollover notes and term loans under any future credit facility, permitted under the indenture. Foster Wheeler applied the net proceeds from the old notes offering first to reduce amounts outstanding under term and revolving loans under the senior secured credit agreement in full.
	Under the terms of the notes Foster Wheeler is permitted to incur up to $250 million, or subject to meeting certain financial ratios, $325 million, in senior secured bank obligations, including obligations under the senior secured credit agreement, which amount shall increase to $370 million, or subject to certain financial ratios, $445 million, after September 15, 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 notes permit Foster Wheeler to grant a lien on the collateral securing the notes to the lenders under any new credit facility permitted by the indenture as well as to the holders of the rollover notes.
Optional Redemption	We may redeem some or all of the 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—Risk Factors Relating to the Notes—We may be unable to repurchase the notes or 2005 notes which remain upon a change of control or in the event of certain asset sales as required by the indenture” and “Description of the New Notes.”
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; and
	•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.

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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 issuance of the	Six Months ended June 25, 2004 on a pro forma basis for the exchange offer and the issuance of
	Fiscal Year					Six Months Ended		old notes	the old notes
	2003	2002	2001	2000	1999	June 25, 2004	June 27, 2003	(2)(3)(4)	(3)(4)
Ratio of earnings to fixed charges (1)(2)	—	—	—	1.47	—	2.07	—	—	3.05

(1)Includes in fiscal years 1999, 2000, 2001, 2002 and 2003 and in the six month periods ended June 25, 2004 and June 27, 2003 dividends on preferred securities of a subsidiary trust of $15,181, $15,750, $15,750, $16,610, $18,130, $9,693, and $8,859, respectively. The pro forma results for the year ended December 26, 2003 include a $10,980 reduction in dividends on the trust securities, a $14,709 reduction in interest on the convertible notes, a $1,844 increase in interest on the 2005 notes, and a $6,658 reduction in interest on the Robbins bonds. The pro forma results for the six months ended June 25, 2004 include a $5,863 reduction in dividends on the trust securities, a $7,364 reduction in interest on the convertible notes, a $922 increase in interest on the 2005 notes, and a $3,311 reduction in interest on the Robbins bonds. The pro forma results also include the issuance of $120,000 in aggregate principal amount of old notes, the proceeds of which were 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 $33,207 for fiscal years 1999, 2001, 2002 and 2003 and the six month period ended June 27, 2003, respectively. The coverage deficiency is $94,884 for the year ended December 26, 2003 on a pro forma basis.

(3)Reflects that:

•holders of 59.3% of the aggregate liquidation amount of trust securities tendered in the equity-for-debt exchange offer; and

•holders of 98.5% of the aggregate principal amount of convertible notes tendered in the equity-for-debt exchange offer; and

•holders of 99.2% of the aggregate principal amount, outstanding as of June 25, 2004, of 2009 Series C Robbins bonds tendered in the equity-for-debt exchange offer; and

•holders of 99.1% of the accreted principal amount, outstanding as of June 25, 2004, of Series D Robbins bonds tendered in the equity-for-debt exchange offer; and

•holders of 73.4% of aggregate principal amount, outstanding as of June 25, 2004, of 2024 Series C Robbins bonds tendered in the equity-for-debt exchange offer; and

•holders of 94.3% of the aggregate principal amount of 2005 notes tendered in the equity-for-debt exchange offer.

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

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•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)Reflects the issuance of 38,036,196 common shares of Foster Wheeler Ltd. to members of Foster Wheeler’s senior management and board of directors, subject to certain restrictions, under a restricted stock plan which we adopted in conjunction with the closing of the equity-for-debt exchange offer, at a price of $0.47 per share.  Grants under the plan will be expensed over a two-year vesting period. Also reflects unearned compensation related to the options to purchase 43,516.76 preferred shares (the equivalent of 56,571,788 common shares) of Foster Wheeler Ltd. to members of Foster Wheeler’s senior management under a stock option plan which we adopted in conjunction with the closing of the equity-for-debt exchange offer.  The unearned compensation has been determined as the difference between the preferred share value of $615.00 per share and the exercise price of $609.57 per share. The options vest over a two-year period.

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RISK FACTORS

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

Risks to Non-Tendering Holders of Old Notes

An active trading market for the notes may not develop, which could make it difficult to resell your notes at their fair market value or at all.

The new notes are an issue of securities 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. Accordingly, 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 initial offering price, 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, you may not be able to resell your new notes at their fair market value or at all.

To the extent that old notes are tendered and accepted in the exchange offer, the trading market for old notes which are not exchanged could be adversely affected due to the limited amount of old notes that are expected to remain outstanding following the exchange offer. Generally, when there are fewer outstanding securities of an issue, there is less demand to purchase that security, which results in a lower price for the security. Conversely, if many old notes are not exchanged, the trading market for the new notes could be adversely affected. See “Plan of Distribution” and “The Exchange Offer” for further information regarding the distribution of the new notes and the consequences of failure to participate in the exchange offer.

If you do not exchange your old notes for new notes, you will continue to have restrictions on your ability to resell them, which could reduce their value.

The old notes were not registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale, or otherwise transferred unless they are subsequently registered or resold pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your old notes for new notes pursuant to the exchange offer, you will not be able to resell, offer to resell, or otherwise transfer the old notes unless they are registered under the Securities Act or unless you resell them, offer to resell them or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. In addition, we will no longer be under an obligation to register the old notes under the Securities Act except in the limited circumstances provided in the registration rights agreement.

Risk Factors Relating to the Notes

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 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 June 25, 2004, Foster Wheeler Ltd.’s total consolidated debt amounted to approximately $1 billion, $131.3 million of which was comprised of limited recourse project debt of special purpose subsidiaries. This debt included $115.9 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 $114.1 million of Robbins bonds outstanding. As of June 25, 2004, on a pro forma basis after giving effect to the exchange offer and the issuance of the old notes (including repayment of $115.9 million of outstanding loans under the senior secured credit agreement), our total consolidated debt would have been $580.5 million. We may not have sufficient funds available to pay any of this long-term debt upon maturity or our obligations with respect to the notes.

The terms of the indenture relating to the notes will allow us to incur additional indebtedness, subject to certain limitations. For example, under the terms of the indenture for the notes Foster Wheeler is permitted to incur up to $250 million, or subject to meeting certain financial ratios $325 million, in senior secured bank obligations including obligations under the senior secured credit agreement, which amount shall increase to $370 million, or subject to meeting certain financial ratios $445 million, after September 15, 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 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 notes. In addition, under certain circumstances we may be required by the terms of the indenture to make an offer to repurchase 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 notes at the required prices. Our failure to purchase the notes would be a default under the indenture governing the 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 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 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 senior secured credit agreement.

The indenture relating to the 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 notes.

The indenture relating to the 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 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 indenture governing the 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 senior secured credit agreement. In addition to not being able to fulfill our obligations under the 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.”

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 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 June 25, 2004, on a pro forma basis for the equity-for-debt exchange offer, Foster Wheeler Ltd. and Foster Wheeler LLC had aggregate indebtedness of approximately $580.5 million, all of which must be funded from distributions from subsidiaries of Foster Wheeler LLC. Pro forma for the equity-for-debt exchange offer, as of June 25, 2004, we had cash, cash equivalents, short-term investments and restricted cash of approximately $391.7 million, of which approximately $327 million was held by our non-U.S. subsidiaries. We will require cash distributions from our non-U.S. subsidiaries to meet an anticipated $76 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

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utilize funds held by our non-U.S. subsidiaries or future earnings of those subsidiaries to fulfill our obligations with respect to the notes.

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

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.

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 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 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 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 and the holders of the notes.

The rights of the holders of the notes with respect to the collateral securing the 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 will be secured by the same collateral that secures the notes. Although the lenders under our senior secured credit agreement (and/or any new senior secured credit facility permitted by the indenture) and the holders of the 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 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 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) and the notes may not be sufficient to repay in full all indebtedness outstanding under the senior secured credit agreement, any new

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senior secured credit facility and the 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 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 notes from the sales of such collateral securing the notes and our obligations under the 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 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 notes and obligations of letters of credit and revolving loans. If such proceeds are not sufficient to repay amounts outstanding under the notes, then holders of the 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 old notes were used to reduce amounts outstanding under the term and revolving portion of the senior secured credit agreement. Giving effect to the equity-for-debt exchange offer, as of June 25, 2004, we would have had no funded debt outstanding under the senior secured credit agreement and $73.2 million in outstanding letters of credit.

The lenders party to our senior secured credit agreement, the collateral agent as defined therein, holders of the notes and the trustee on behalf of the noteholders, have agreed to the terms of an intercreditor agreement. The intercreditor agreement provides, among other things, that

•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;

•no guarantee of the notes will be structurally senior to the guarantee of the obligations under and as defined in the senior secured credit agreement; and

•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 further provides 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 lenders 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:

•to pay fees and expenses of collateral agent and administrative agent under the senior secured credit agreement;

•to reimburse obligations and fees due under the letters of credit outstanding under the senior secured credit agreement;

•to provide cash collateralization of undrawn letters of credit under the senior secured credit agreement;

•to pay other lender obligations;

•to pay principal, interest or fees due under any new revolving credit debt permitted under the indenture; and

•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 June 25, 2004,

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those of our subsidiaries that do not guarantee the notes had a combined $1,351 million of indebtedness (excluding $66 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 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 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 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 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 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 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 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 notes would be unable to meet their obligations if Foster Wheeler LLC fails to make payment of interest or principal on the notes.

Foster Wheeler Ltd. and certain other guarantors of the 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 notes. Accordingly, if Foster Wheeler LLC should at any time be unable to pay interest on or principal of the notes, it is highly unlikely that Foster Wheeler Ltd. or other holding company guarantors will be able to meet their obligations under their guarantees.

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 June 25, 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

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on, among other things, our ability to continue to operate profitably, 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 ability to maintain credit facilities and bonding capacity adequate to conduct our business. Despite reporting earnings for the six months ended June 25, 2004, we incurred significant losses in each of the years in the three-year period ended December 26, 2003 and have a shareholder deficit of approximately $857 million at June 25, 2004. As of June 25, 2004 on a pro forma basis for the equity-for-debt exchange offer, we had a shareholder deficit of approximately $415 million. We have substantial debt obligations and during 2002 were unable to comply with certain debt covenants under our previous revolving credit agreement. Accordingly, we received waivers of covenant violations and ultimately negotiated new credit facilities in August 2002. In November 2002, we amended the new agreement to provide for the exclusion of up to $180 million of gross pre-tax charges recorded in the third quarter of 2002 and up to an additional $63 million in pre-tax charges related to specific contingencies through December 31, 2003, if incurred, for covenant calculation purposes. 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 restructure our indebtedness in a manner that would allow us to remain a going concern.

Our planned restructuring contemplates the equity-for-debt exchange offer, which has occurred, as well as replacing our current senior secured credit agreement. We completed the equity-for-debt exchange offer, and are in the process of negotiating a new credit facility. However, we may not be able to obtain a new credit facility on acceptable terms or at all.

Even following the implementation of 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, and 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 incur 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 June 25, 2004, on a pro forma basis for the equity-for-debt exchange offer, Foster Wheeler Ltd. and Foster Wheeler LLC had aggregate indebtedness of approximately $580.5 million, all of which must be funded from distributions from subsidiaries of Foster Wheeler LLC. In addition, as of June 25, 2004, Foster Wheeler Ltd. had $629 million of undrawn letters of credit, bank guarantees and surety bonds issued and outstanding, $52 million of which were cash collateralized. Pro forma for the equity-for-debt exchange offer, as of June 25, 2004, we had cash, cash equivalents, short-term investments and restricted cash of approximately $391.7 million, of which approximately $327 million was held by our non-U.S. subsidiaries. We will require cash distributions from our non-U.S. subsidiaries to meet an anticipated $76 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 requirements 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 restructuring plan.

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

Our financial reporting requirements increased significantly as a result of 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

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companies, including three year comparable results, were required for fiscal 2002 and the first nine months of fiscal 2003. The additional year end financial statements were erroneously omitted from our 2002 annual report on Form 10-K filing as the result of an oversight. We had a process in place both internally and externally whereby this evaluation was made and an error occurred in the evaluation process. The preparation of these additional financial statements began near the end of the third quarter of fiscal 2003 in connection with the preparation of the amended 2002 annual report on Form 10-K, which was filed on December 19, 2003. In addition, our accounting workload increased due to our operational restructuring and certain potential divestitures pursued in the second half of fiscal 2003, which were later discontinued. Early in the fourth quarter of fiscal 2003, a key financial officer responsible for the preparation of the nine sets of subsidiary financial statements resigned. As a result of all of these factors taken together, during the fourth quarter of fiscal 2003, our remaining 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 resulted in inefficiencies 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. A material weakness is defined as “a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by error or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions.” We have assigned the highest priority to the assessment of this material weakness 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 under Regulation S-X and not related to the preparation of Foster Wheeler Ltd.’s consolidated financial statements. Foster Wheeler Ltd. made the noted audit adjustments and the financial statements as filed were properly stated. In the second quarter of fiscal 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 (certified public accountant) 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 fiscal 2003. The consultancy personnel hired for the initial preparation of the subsidiary financial statements remain with us. The initiatives associated with implementation of the Sarbanes-Oxley legislation require us to increase the quantity and quality of our financial professionals throughout the world. This is a management objective for fiscal 2004. If these actions are not successful in addressing this material weakness, 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 fiscal 2003. In connection with the preparation of our fiscal 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 fiscal 2003 audit and going forward. If these actions are not successful in addressing these material weaknesses, our ability to report our financial results on a timely and accurate basis may be adversely affected.

As noted above our management concluded that its disclosure controls and procedures were effective as of December 26, 2003, the evaluation date. Prior to reaching this conclusion, management, through its Disclosure Committee, undertook a review of its disclosure controls and procedures. The review identified what management believes to be evidence of a comprehensive disclosure control structure. Management also carefully evaluated the two material weaknesses as well as the error that caused the omission of the additional subsidiary financial statements in the initial filing of the 2002 annual report on

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Form 10-K during the first quarter of fiscal 2003. Management concluded that our disclosure controls and procedures were effective on the evaluation dates at the end of each quarterly period during fiscal 2003 based on its belief that although an error had occurred which resulted in the additional subsidiary financial statements being omitted from the 2002 annual report on Form 10-K, the design of our disclosure controls and procedures taken as a whole were effective. Management viewed the omission as an isolated error not a systemic problem. With respect to the staffing issue, management noted that the issue was raised prior to the end of the fiscal 2003 and before the audit process for the year had begun, and that the process for preparing the additional sets of financial statements had been changed prior to year end. The revised process included a thorough review by our experienced accounting and tax personnel of the work prepared by temporary staff, prior to submission to our external auditors. Management concluded the necessary actions had been taken to eliminate the staffing material weakness, although more time is needed to train and integrate these new employees. With respect to the material weakness identified in our asbestos calculation process, management took note of the informal process followed in prior periods. Management noted that this process was used in prior periods and that our external auditors did not note it as a reportable condition or material weakness during those periods. Management noted that the fact that the process was not followed led to the material weakness. We agreed to formalize the process, in accordance with our external auditor’s suggestion. However, management also believed that the process itself would have been sufficient had it been followed. Our management believes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. With this in mind, and looking at the design and operation of our disclosure controls and procedures as a whole, management concluded, notwithstanding the material weaknesses described above and after taking into account the remedial measures taken as of the evaluation date, that they were effective as of December 26, 2003 and the end of the first fiscal quarter of 2004.

We have taken a series of actions we believe will address the material weaknesses described above and in our 2003 annual report on Form 10-K/A and our first quarter 2004 quarterly report on Form 10-Q/A and second quarter 2004 quarterly report on Form 10-Q. We have hired additional permanent staff to address the identified material weaknesses, but believe additional time must pass in order for the additional staff to become fully trained and integrated into our operations and to evidence that the additional staff and controls are performing as intended. If we are unable to successfully address the identified material weaknesses in our internal controls, our ability to report our financial results on a timely and accurate basis may be adversely affected.

If we are unable to effectively and efficiently implement our plan to improve our disclosure controls and procedures, it could adversely affect our ability to provide the public with timely and accurate material information about our company, and could hurt our reputation and the prices of our debt and equity securities.

One of our foreign subsidiaries is a party to a project specific, Euro-denominated performance bonding facility, which as of June 25, 2004 had the equivalent of approximately $40 million of performance bonds, none of which has been drawn, outstanding. This bonding facility required compliance by the subsidiary with a minimum equity ratio. During the second quarter of fiscal 2004, due to operating issues of this subsidiary, it fell below these minimum equity ratios, breaching the covenants.

In early August, in connection with our review of the performance bonding facility described above, we became aware for the first time that the same subsidiary was also in breach under a minimum equity ratio covenant contained in a separate performance bonding facility with one of the same financial institutions. This facility had the equivalent of approximately $12 million of performance bonds, none of which has been drawn, outstanding as of June 25, 2004, and is used for general purposes. The equity ratio covenant contained in this facility requires the subsidiary to maintain a minimum equity ratio, which is calculated by dividing equity by total assets, each as defined in the facility. As a result of operating losses at the subsidiary during the second quarter of 2004, the subsidiary’s equity ratio fell below the required minimum, breaching the equity ratio covenant under the facility. On August 9, 2004, the subsidiary obtained a waiver of this covenant through October 31, 2004.

In response to the discovery of this breach under the facility at such a late date, we undertook a review of our procedures relating to the monitoring of, and reporting of defaults under, our subsidiaries’ financial covenants globally. Although the management of the subsidiary in question was aware of the covenant’s existence, they did not fully understand its implications. As a consequence, they did not notify our corporate center on a timely basis of the breach of the covenant. Further, our corporate center did not independently detect the breach on a timely basis. Management concluded that the failure to detect the covenant breach on a timely basis was the result of a deficiency in our disclosure controls and procedures, which are intended to be designed to ensure that this type of breach is detected on a timely basis. After reviewing our controls and procedures relating to covenant monitoring and reporting as of the end of fiscal 2003 and each of the two fiscal quarters in fiscal 2004, management concluded that the deficiency arose in February 2004.

We have given this issue the highest priority and are in the process of updating our disclosure controls and procedures relating to covenant compliance. In order to address this issue, we intend to:

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•comprehensively review and update our covenant inventory;

•upgrade the reporting procedure at the subsidiary level on a global basis; and

•ensure the quarterly global covenant monitoring process by our corporate center is properly implemented.

In order for investors and the equity analyst community to make informed investment decisions and recommendations about our securities, it is important that we provide them with accurate and timely information in accordance with the Exchange Act and the rules promulgated thereunder.

If we are unable to implement these changes effectively or efficiently, it could adversely affect our ability to provide the public with timely and accurate material information about our company, and could hurt our reputation and the prices of our debt and equity securities

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 June 25, 2004 on a pro forma basis for the equity-for-debt exchange offer, Foster Wheeler Ltd.’s total consolidated debt amounted to approximately $580.5 million, $131.3 million of which was comprised of limited recourse project debt of special purpose subsidiaries. This debt includes $11.4 million of 2005 notes, $3.1 million of convertible notes, $71.3 million of trust securities and $20.8 million of Robbins bonds outstanding. We may not have sufficient funds available to pay all 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.

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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 second quarter of fiscal 2004 and during fiscal 2003 and 2002, we took charges of approximately $26.9 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;

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•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 repay or 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 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 the 2005 notes that were not exchanged and which remain outstanding after the equity-for-debt exchange offer mature in April 2005 and November 2005, respectively, and will need to be repaid or refinanced at or prior to such dates. In addition, the 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,

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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 fiscal 2003 declined 58% as compared to fiscal 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 fiscal 2002 and executed in fiscal 2003. Backlog as of June 25, 2004 was approximately the same as compared to the end of fiscal 2003. However, backlog may decline in the future.

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 fiscal 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;

•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 fiscal year end 2018. We believe that it is likely that there will be new claims filed after fiscal 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 fiscal 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

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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 June 25, 2004 includes as an asset an aggregate of approximately $515.4 million in probable insurance recoveries relating to liability for pending and expected future asbestos claims through fiscal 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 fiscal 2002, and a portion of the costs incurred in connection with resolving asbestos claims during fiscal 2002 and 2003. The interim funding agreement was terminated in fiscal 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 fiscal 1992 and 2000. Project claims are claims brought by us against project owners for additional costs exceeding the contract price or amounts not included in the original contract price. These claims typically arise from changes in the initial scope of work or from owner caused delays. These claims are often subject to lengthy arbitration or litigation proceedings. The costs associated with these changes or owner caused delays include additional direct costs, such as labor and material costs associated with the performance of the additional work, as well as indirect costs that may arise due to delays in the completion of the project, such as increased labor costs

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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 fiscal 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 June 25, 2004, we had $2.3 million of outstanding claims. In fiscal 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 fiscal 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 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

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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.

•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.

22

•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.

23

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.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated income statements for the six months ended June 25, 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 June 25, 2004 gives effect to the equity-for-debt exchange offer consummated on September 24, 2004 as if it had occurred on June 25, 2004. In each case we reflect that:

•holders of 59.3% of the aggregate liquidation amount of trust securities tendered in the equity-for-debt exchange offer; and

•holders of 98.5% of the aggregate principal amount of convertible notes tendered in the equity-for-debt exchange offer; and

•holders of 99.2% of the aggregate principal amount, outstanding as of June 25, 2004, of 2009 Series C Robbins bonds tendered in the equity-for-debt exchange offer; and

•holders of 99.1% of the accreted principal amount, outstanding as of June 25, 2004, of Series D Robbins bonds tendered in the equity-for-debt exchange offer; and

•holders of 73.4% of the aggregate principal amount, outstanding as of June 25, 2004, of 2024 Series C Robbins bonds tendered in the equity-for-debt exchange offer; and

•holders of 94.3% of the aggregate principal amount of 2005 notes tendered in the equity-for-debt exchange offer.

The unaudited pro forma condensed financial statements also give effect to the concurrent issuance on September 24, 2004 of $120 million aggregate principal amount of old notes, and the application of the proceeds to repay all funded amounts outstanding under our senior secured credit agreement. In addition, the unaudited pro forma financial statements give effect to the award of 38,036,196 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 adopted before the closing of the equity-for-debt exchange offer.

The following 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, preferred shares and warrants to purchase preferred shares was accounted for as a debt extinguishment.  The trust securities exchanged for common shares, preferred shares and warrants to purchase preferred shares in the equity-for-debt exchange offer were removed from our consolidated balance sheet.  We recorded 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, preferred shares and warrants to purchase 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 was 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 recognized an expense equal to the fair market value of the common shares and preferred shares issued in the equity-for-debt exchange offer less the fair market value of common shares issuable pursuant to the original conversion terms of the convertible notes.  We charged the unamortized debt issuance costs to paid-in capital and expensed 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 was accounted for as a debt extinguishment.  The Robbins bonds exchanged in the equity-for-debt exchange offer were removed from our consolidated balance sheet.  We recorded a loss 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 was accounted for 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.”

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 equity-for-debt exchange offer was accounted for as a loss.  All fees and expenses paid or payable to our outside counsel and financial advisors in connection with the equity-for-debt exchange offer were capitalized and will be 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 of 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, basic 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 market value of the preferred shares at issuance in relation to the fair market 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 the preferred shares becoming convertible into common shares.

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

Warrants to purchase preferred shares were issued to both holders of the trust securities who tendered their shares in connection with the equity-for-debt exchange offer and currently existing shareholders. The warrants issued may be considered in the diluted earnings/(loss) per share calculation. If Foster Wheeler Ltd. is in a loss position, the warrants will not impact the loss per share.  If Foster Wheeler Ltd. records earnings and the share price exceeds the exercise price of the warrants, the warrants will be assumed exercised into preferred shares using the treasury stock method to determine the incremental preferred shares that are assumed to be issued and to which earnings will be allocated thereby reducing diluted earnings per share. Should the number of authorized common shares be sufficiently increased, the warrants will be assumed to have been exercised for common shares using the treasury stock method to determine the incremental number of securities that are assumed to be issued, thereby reducing diluted earnings per share.

Impact of Issuing Warrants to Existing Shareholders

The fair value of the warrants issued to existing shareholders represents a dividend; however, since Foster Wheeler Ltd. has an accumulated deficit, the fair value of the dividend decreases paid-in capital related to common shares and increases paid-in capital related to the warrants. These amounts are grouped into one account for financial statement purposes.  The issuance of the warrants does not constitute a dividend, nor does it constitute a reduction of share capital, for the purposes of Bermuda law. Under the terms of the warrant agreement, the warrant exercise price and the number of shares for which each warrant can be exercised are adjusted should a non-cash dividend be distributed. This may represent a beneficial conversion feature which would be measured at the time should a non-cash dividend be declared. If it does exist, the amount of the beneficial conversion feature would negatively impact earnings per share available to common shareholders.

The unaudited pro forma condensed consolidated financial statements presented in the tables beginning on page 28 reflect pro forma results giving effect to the equity-for-debt exchange offer and the old notes offering using a stated interest rate of 10.359% and a price of $0.47 per common share, $615.00 per preferred share and $0.20 per warrant.

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, or us and our subsidiaries, which are incorporated by reference in this prospectus.

25

Unaudited Condensed Consolidated Pro Forma Balance Sheet (1)

(In thousands)

	June 25, 2004				Pro Forma Adjustment for the Senior Secured Credit Agreement, Restricted Stock Plan and Options Granted to Management(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 June 25, 2004
Cash, cash equivalents and short-term investments(2)	$	347,171			$		2,797		$	(4,198			)	$	(3,441			)	$		(3,845		)	$	(4,244			)	$	334,240
Account and notes receivable, net	472,026				—				—					—					—					—					472,026
Contracts in process and inventories	146,335				—				—					—					—					—					146,335
Prepaid expenses, prepaid, deferred and refundable income taxes	52,441				—				—					—					—					—					52,441
Total current assets	1,017,973				2,797				(4,198				)	(3,441				)	(3,845				)	(4,244				)	1,005,042
Land, buildings and equipment	605,655				—				—					—					—					—					605,655
Less accumulated depreciation	321,118				—				—					—					—					—					321,118
Net book value	284,537				—				—					—					—					—					284,537
Restricted cash	57,507				—				—					—					—					—					57,507
Asbestos-related insurance recovery receivable	455,394				—				—					—					—					—					455,394
Other assets	474,549				(7,407			)	488					—					(3,729				)	(3,535				)	460,366
Total assets	$		2,289,960		$	(4,610		)	$		(3,710		)	$			(3,441	)	$	(7,574			)	$		(7,779		)	$		2,262,846
Current installments on long-term debt and bank loans	$			137,468	$		(115,869	)	$			—		$		(1,676		)	$			—		$			—		$		19,923
Accounts payable and accrued expenses	580,859				(368			)	(1,623				)	(1,037				)	(1,121				)	—					576,710
Estimated cost to complete long-term contracts	454,551				—				—					—					—					—					454,551
Other current liabilities	142,136				—				—					—					—					—					142,136
Total current liabilities	1,315,014				(116,237			)	(1,623				)	(2,713				)	(1,121				)	—					1,193,320
Corporate and other debt less current installments	118,196				—				—					—					—					—					118,196
6.75% senior notes due 2005	200,000				—				(188,583				)	—					—					—					11,417
10.359% senior secured notes due 2011, Series A	—				124,800				147,095					—					—					—					271,895
Pension, post retirement and other employee benefits	301,773				—				—					—					—					—					301,773
Asbestos-related liabilities	472,891				—				—					—					—					—					472,891
Other liabilities (excluding minority interest)	169,508				—				—					—					—					—					169,508
Subordinated Robbins exit funding obligations Series C-2009 less current	10,440				—				—					(10,356				)	—					—					84
Subordinated Robbins exit funding obligations Series C-2024	77,155				—				—					(56,643				)	—					—					20,512
Subordinated Robbins exit funding obligations Series D	24,823				—				—					(24,596				)	—					—					227
Convertible subordinated notes	210,000				—				—					—					(206,930				)	—					3,070
Mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated deferrable interest debentures(7)	175,000				—				—					—					—					(103,750				)	71,250
Deferred accrued interest expense-mandatorily redeemable interest securities(7)	47,714				—				—					—					—					(28,288				)	19,426
Total liabilities	3,122,514				8,563				(43,111				)	(94,308				)	(208,051				)	(132,038				)	2,653,569
Minority interest in equity of consolidated affiliates	24,047				—				—					—					—					—					24,047

26

	June 25, 2004			Pro Forma Adjustment for the Senior Secured Credit Agreement, Restricted Stock Plan and Options Granted to Management(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 June 25, 2004
Shareholders’ Deficit:
Preferred shares(8)	—			—			82			152			314			51			599
Common shares(8)	40,772			38,036			8,694			16,163			33,233			3,154			140,052
Paid-in capital	201,841			(19,923		)	45,992			85,057			372,270			57,620			742,857
Retained earnings (deficit)	(785,517		)	(13,173		)	(15,367		)	(10,505		)	(205,340		)	63,434			(966,468		)
Unearned compensation	—			(18,113		)	—			—			—			—			(18,113		)
Accumulated other comprehensive loss	(313,697		)	—			—			—			—			—			(313,697		)
Total shareholders’ deficit(1)	(856,601		)	(13,173		)	39,401			90,867			200,477			124,259			(414,770		)
Total liabilities and shareholders’ deficit	$	2,289,960		$	(4,610	)	$	(3,710	)	$	(3,441	)	$	(7,574	)	$	(7,779	)	$	2,262,846

Notes to unaudited condensed consolidated pro forma balance sheet (in thousands, except per share data):

(1)The unaudited condensed consolidated pro forma balance sheet has been prepared to reflect the exchange on September 24, 2004 of 98.5% of the convertible notes for common shares and preferred shares, the exchange of 99.2% of the 2009 Series C Robbins bonds for common shares and preferred shares, the exchange of 99.1% of the Series D Robbins bonds for common shares and preferred shares, the exchange of 73.4% of the 2024 Series C Robbins bonds for common shares and preferred shares, the exchange of 59.3% of the trust securities for common shares, preferred shares and warrants, the exchange of 94.3% of the 2005 notes for rollover notes, common shares and preferred shares, and the issuance of $120,000 in aggregate principal amount of old notes, the proceeds of which were used to repay amounts outstanding under the senior secured credit agreement, as if such exchange and issuance had occurred on June 25, 2004. The actual value of $0.47 per common share, $615.00 per preferred share and $0.20 per warrant is used:

	Senior Secured Credit Agreement, Restricted Stock Plan and Options Granted to Management			2005 Notes			Robbins Bonds				Convertible Notes				Trust Securities				Total
Par value of common shares issued	$	38,036	†	$	8,694		$		16,163		$	33,233			$	3,154			$	99,280
Par value of preferred shares issued	—			82			152				314				51				599
Paid in capital	(19,923		)	45,992			85,057				372,270				57,620				541,016
Retained Deficit:
Debt conversion expense	—			—			—				(202,616			)	—				(202,616			)
Gain or (loss) on exchange	(4,800		)	(13,280		)	(8,101			)	—				71,213				45,032
Write-off of issuance cost and offering cost	(8,373		)*	(2,087		)	(2,404			)	(2,724			)	(7,779			)	(23,367			)
Total change	$	(13,173	)	$	(15,367	)	$	(10,505		)	$		(205,340	)	$		63,434		$		(180,951	)

†Reflects the issuance of 38,036,196 common shares of Foster Wheeler Ltd. to members of Foster Wheeler’s senior management and board of directors, subject to certain restrictions, under a restricted stock plan which we adopted in conjunction with the closing of the equity-for-debt exchange offer, at a price of $0.47 per share. Grants under the plan will be expensed over a two-year vesting period. Also reflects unearned compensation related to the options to purchase 43,516.76 preferred shares (the equivalent of 56,571,788 common shares) of Foster Wheeler Ltd. to members of Foster Wheeler’s senior management under a stock option plan which we adopted in conjunction with the closing of the equity-for-debt exchange offer. The unearned compensation has been determined as the difference between the preferred share value of $615.00 per share and the exercise price of $609.57 per share. The options vest over a two-year period.

*Reflects primarily the write-off of the unamortized portion of a fee of $13,613 paid to the lenders under our senior secured credit facility.

(2)Includes transaction costs of $12,913, and reflects the payment of accrued interest of $4,149 on the 2005 notes, the convertible notes, the Robbins bonds and our senior secured credit agreement.  Also, includes the proceeds received from

27

the old notes issuance of $120,000 less the repayment of all funded amounts outstanding under the senior secured credit agreement of $115,869.  Finally, includes the net write-off of unamortized bank fees and issuance costs of $7,407.

(3)Adjusted to reflect the offering of $120,000 in aggregate principal amount of old notes. The old notes traded at a premium and were recorded at $124,800. The old notes were offered and sold in a separate private transaction to certain holders of the 2005 notes and convertible notes that participated in the equity-for-debt exchange offer. Proceeds from the sale of the old notes were used to reduce all funded amounts outstanding under Foster Wheeler LLC’s senior secured credit agreement ($115,869). 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 $966 in transaction costs and $368 of accrued interest.

(4)Includes the exchange of 94.3% of the aggregate principal amount of the 2005 notes for rollover notes, common shares and preferred shares, payment of transaction costs of $2,575 and payment of accrued interest of $1,623. The rollover notes traded at a premium and were recorded at $147,095. 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)Includes the exchange of 99.2% of the aggregate principal amount of 2009 Series C Robbins bonds, 99.1% of the aggregate accreted principal amount of Series D Robbins bonds, and 73.4% of the aggregate principal amount of 2024 Series C Robbins bonds for common shares and preferred shares, payment of transaction costs of $2,404 and payment of accrued interest of $1,037. Current installments on long-term debt at June 25, 2004 include $1,676 related to the Robbins bonds.

(6)Includes the exchange of 98.5% of the aggregate principal amount of the convertible notes for common shares and preferred shares, and the write-off of the corresponding percentage of unamortized issuance costs ($3,729) against paid-in capital. Reflects payment of $2,724 in transaction costs and $1,121 of accrued interest.

(7)Includes the exchange of 59.3% of the aggregate liquidation amount of the trust securities for common shares, preferred shares and warrants and the resulting elimination of the corresponding percentage of deferred accrued interest ($28,288) and the write-off of the corresponding percentage of unamortized issuance costs ($3,535). Reflects payment of $4,244 in transaction costs.

(8)The unaudited pro forma condensed consolidated balance sheet does not reflect the conversion of the preferred shares into common shares. If all of the preferred shares were to be converted into common shares, the total number of common shares outstanding would be approximately 918,851.

28

Unaudited Condensed Consolidated Pro Forma Income Statement (1)

(In thousands, except per share amounts)

	For the Year Ended December 26, 2003			Pro Forma Adjustment for the Senior Secured Credit Agreement, Restricted Stock Plan and Options Granted to Management(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 for the 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			9,057		(8)	—			—			—			—			209,006
Other deductions	168,455			—			—			—			—			—			168,455
Interest expense	77,354			(473		)	1,844			(6,658		)	(14,709		)	(232		)	57,126
Dividends on preferred securities of subsidiary trust	18,130			—			—			—			—			(10,748		)	7,382
Minority interest in net earnings of consolidated affiliates	5,715			—			—			—			—			—			5,715
Total costs and expenses	3,910,945			8,584			1,844			(6,658		)	(14,709		)	(10,980		)	3,889,026
Income (loss) before taxes	(109,637		)	(8,584		)	(1,844		)	6,658			14,709			10,980			(87,718		)
Provision for income taxes	47,426			—			—			—			—			—			47,426
Net (loss) income(8)	$	(157,063	)	$	(8,584	)	$	(1,844	)	$	6,658		$	14,709		$	10,980		$	(135,144	)
Basic and diluted loss per common share(2)	$	(3.83	)																$	(1.32	)
Weighted average number of common shares outstanding (in thousands)(2)	41,045																		102,298

Notes to unaudited condensed consolidated pro forma income statement (in thousands, except per share data):

(1)The unaudited condensed consolidated pro forma income statement has been prepared to reflect the exchange on September 24, 2004 of 98.5% of the convertible notes for common shares and preferred shares, the exchange of 99.2% of the 2009 Series C Robbins bonds for common shares and preferred shares, the exchange of 99.1% of the Series D Robbins bonds for common shares and preferred shares, the exchange of 73.4% of the 2024 Series C Robbins bonds for common shares and preferred shares, the exchange of 59.3% of the trust securities for common shares, preferred shares and warrants, the exchange of 94.3% of the 2005 notes for rollover notes, common shares and preferred shares, and the issuance of $120,000 in aggregate principal amount of old notes, the proceeds of which were used to repay amounts outstanding under the senior secured credit agreement, as if such exchange and issuance had occurred on December 28, 2002. A price of $0.47 per common share, $615.00 per preferred share and $0.20 per warrant is used.  The pro forma income statement does not reflect (a) the non-recurring loss of $(4,800) on the issuance of the old notes, (b) the non-recurring loss of $(21,381) on exchange of common shares and preferred shares for the 2005 notes and Robbins bonds, (c) the non-recurring gain of $71,213 on exchange of common shares, preferred shares and warrants for the trust securities, (d) the non-recurring loss of $(202,616) on the conversion of the convertible notes or (e) the write-off of issuance and offering costs of $(23,367).

(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 old notes and corresponding interest and issuance cost amortizations are eliminated, and additional interest and premium amortization are incurred on the old notes:

Interest on senior secured credit agreement	$	(7,290	)
Net impact of amortization of issuance expenses	(1,816		)
Interest and premium amortization on old notes	12,430
Amortization of bank fee	(3,797		)
Net impact on interest expense	$	(473	)

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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.

(4)Includes the exchange of 94.3% of the aggregate principal amount of the 2005 notes for rollover notes, the corresponding interest and original issuance costs amortizations are eliminated, additional interest and premium amortization is incurred on the rollover notes, and the unamortized original issuance costs of the 2005 notes are amortized over the term of the rollover notes:

Interest on the 2005 notes	$	(12,729	)
Net impact of amortization of issuance expenses	(78		)
Interest and premium amortization on rollover notes	14,651
Net impact on interest expense	$	1,844

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.

(5)Includes the exchange of 99.2% of the aggregate principal amount of 2009 Series C Robbins bonds, 99.1% of the aggregate accreted principal amount of Series D Robbins bonds, and 73.4% of the aggregate principal amount of 2024 Series C Robbins bonds for common shares and preferred shares and elimination of the corresponding percentage of interest expense.

(6)Includes the exchange of 98.5% of the aggregate principal amount of the convertible notes for common shares and preferred shares, and the elimination of the corresponding percentage of interest expense and issuance costs amortization.

(7)Includes the exchange of 59.3% of the aggregate liquidation amount of the trust securities for common shares, preferred shares and warrants, and the elimination of the corresponding percentage of interest expense and issuance costs amortization.

(8)Reflects the issuance of 38,036,196 common shares of Foster Wheeler Ltd. to members of Foster Wheeler’s senior management and board of directors, subject to certain restrictions, under a restricted stock plan which we adopted in conjunction with the closing of the equity-for-debt exchange offer, at a price of $0.47 per share. Grants under the plan will be expensed over a two-year vesting period. Also reflects unearned compensation related to the options to purchase 43,516.76 preferred shares (the equivalent of 56,571,788 common shares) of Foster Wheeler Ltd. to members of Foster Wheeler’s senior management under a stock option plan which we adopted in conjunction with the closing of the equity-for-debt exchange offer. The unearned compensation has been determined as the difference between the preferred share value of $615.00 per share and the exercise price of $609.57 per share. The options vest over a two-year period.

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Unaudited Condensed Consolidated Pro Forma Income Statement (1)

(In thousands, except per share amounts)

	For the Six Months Ended June 25, 2004		Pro Forma Adjustment for the Senior Secured Credit Agreement, Restricted Stock Plan and Options Granted to Management(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 for the Six Months Ended June 25, 2004
Operating revenues	$	1,301,378	$	—		$	—		$	—		$	—		$	—		$	1,301,378
Other income	70,770		—			—			—			—			—			70,770
Total revenues and other income	1,372,148		—			—			—			—			—			1,372,148
Cost of operating revenues	1,120,141		—			—			—			—			—			1,120,141
Selling, general and administrative expenses	113,642		4,528		(8)	—			—			—			—			118,170
Other deductions	25,575		—			—			—			—			—			25,575
Interest expense	41,387		(3,709		)	922			(3,311		)	(7,364		)	(116		)	27,809
Dividends on preferred securities of subsidiary trust	9,693		—			—			—			—			(5,747		)	3,946
Minority interest in net earnings of consolidated affiliates	2,971		—			—			—			—			—			2,971
Total costs and expenses	1,313,409		819			922			(3,311		)	(7,364		)	(5,863		)	1,298,612
Income (loss) before taxes	58,739		(819		)	(922		)	3,311			7,364			5,863			73,536
Provision for income taxes	33,202		—			—			—			—			—			33,202
Net income (loss)(8)	$	25,537	$	(819	)	$	(922	)	$	3,311		$	7,364		$	5,863		$	40,334
Net income allocated to preferred shareholders(2)	—																	35,151
Net income available to common shareholders(2)	$	25,537																$	5,183
Earnings per share:
Basic income per common share	$	0.62																$	0.05
Weighted average number of common shares outstanding(in thousands)-basic	41,055																	114,977
Diluted income per common share	$	0.60																$	0.04	(9)
Weighted average number of common shares outstanding(in thousands)-diluted	54,163																	119,731

Notes to unaudited condensed consolidated pro forma income statement (in thousands, except per share data):

(1)The unaudited condensed consolidated pro forma income statement has been prepared to reflect the exchange on September 24, 2004 of 98.5% of the convertible notes for common shares and preferred shares, the exchange of 99.2% of the 2009 Series C Robbins bonds for common shares and preferred shares, the exchange of 99.1% of the Series D Robbins bonds for common shares and preferred shares, the exchange of 73.4% of the 2024 Series C Robbins bonds for common shares and preferred shares, the exchange of 59.3% of the trust securities for common shares, preferred shares and warrants, the exchange of 94.3% of the 2005 notes for rollover notes, common shares and preferred shares, and the issuance of $120,000 in aggregate principal amount of old notes, the proceeds of which were used to repay amounts outstanding under the senior secured credit agreement, as if such exchange and issuance had occurred on December 28, 2002. A price of $0.47 per common share, $615.00 per preferred share and $0.20 per warrant is used.  The pro forma income statement does not reflect (a) the non-recurring loss of $(4,800) on the issuance of the old notes, (b) the non-recurring loss of $(21,381) on exchange of common shares and preferred shares for the 2005 notes and Robbins bonds, (c) the non-recurring gain of $71,213 on exchange of common shares, preferred shares and warrants for the trust securities, (d) the non-recurring loss of $(202,616) on the conversion of the convertible notes or (e) the write-off of issuance and offering costs of $(23,367).

(2)In accordance with Emerging Issues Task Force Issue No. 03-6, “Participating Securities and the Two-Class Method under FAS 128,” net income was allocated to preferred shareholders based on the number of common shares they would hold on an as converted basis.

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(3)Assumes that $120,000 of debt outstanding under our senior secured credit agreement is repaid using the proceeds of the issuance of the old notes and corresponding interest and issuance cost amortizations are eliminated, and additional interest and premium amortization are incurred on the old notes:

Interest on senior secured credit agreement	$	(4,789	)
Net impact of amortization of issuance expenses	(1,410		)
Interest on old notes	6,216
Amortization of bank fee	(3,726		)
Net impact on interest expense	$	(3,709	)

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.

(4)Includes the exchange of 94.3% of the aggregate principal amount of the 2005 notes for rollover notes, the corresponding interest and original issuance costs amortizations are eliminated, additional interest and premium amortization is incurred on the rollover notes, and the unamortized original issuance costs of the 2005 notes are amortized over the term of the rollover notes:

Interest on the 2005 notes	$	(6,365	)
Net impact of amortization of issuance expenses	(39		)
Interest and premium amortization on rollover notes	7,326
Net impact on interest expense	$	922

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.

(5)Includes the exchange of 99.2% of the aggregate principal amount of 2009 Series C Robbins bonds, 99.1% of the aggregate accreted principal amount of Series D Robbins bonds, and 73.4% of the aggregate principal amount of 2024 Series C Robbins bonds for common shares and preferred shares and elimination of the corresponding percentage of interest expense.

(6)Includes the exchange of 98.5% of the aggregate principal amount of the convertible notes for common shares and preferred shares, and the elimination of the corresponding percentage of interest expense and issuance costs amortization.

(7)Includes the exchange of 59.3% of the aggregate liquidation amount of the trust securities for common shares, preferred shares and warrants, and the elimination of the corresponding percentage of interest expense and issuance costs amortization.

(8)Reflects the issuance of 38,036,196 common shares of Foster Wheeler Ltd. to members of Foster Wheeler’s senior management and board of directors, subject to certain restrictions, under a restricted stock plan which we adopted in conjunction with the closing of the equity-for-debt exchange offer, at a price of $0.47 per share. Grants under the plan will be expensed over a two-year vesting period. Also reflects unearned compensation related to the options to purchase 43,516.76 preferred shares (the equivalent of 56,571,788 common shares) of Foster Wheeler Ltd. to members of Foster Wheeler’s senior management under a stock option plan which we adopted in conjunction with the closing of the equity-for-debt exchange offer. The unearned compensation has been determined as the difference between the preferred share value of $615.00 per share and the exercise price of $609.57 per share. The options vest over a two-year period.

(9)For purposes of calculating diluted income per share, the net income allocated to preferred shareholders has decreased to $34,968 and the net income available to common shareholders has increased to $5,366 to reflect the exercise of (a) the unvested portion of the common shares issued under the restricted stock plan (4,754,525 common shares), (b) the warrants to purchase preferred shares issued to existing common shareholders (45,330.835 preferred shares), (c) the warrants to purchase preferred shares issued to holders of the trust securities (107,499.200 preferred shares) and (d) the options to purchase preferred shares issued to members of Foster Wheeler Ltd.’s senior management (43,516.76 preferred shares).

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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.

	Fiscal Year					Six Months Ended		Year ended December 26, 2003 on a pro forma basis for the exchange offer and the issuance of the old notes	Six Months ended June 25, 2004 on a pro forma basis for the exchange offer and the issuance of the old notes
	2003	2002	2001	2000	1999	June 25, 2004	June 27, 2003	(2)(3)(4)	(3)(4)
Ratio of earnings to fixed charges (1)(2)	—	—	—	1.47	—	2.07	—	—	3.05

(1)Includes in fiscal years 1999, 2000, 2001, 2002 and 2003 and in the six month periods ended June 25, 2004 and June 27, 2003 dividends on preferred securities of a subsidiary trust of $15,181, $15,750, $15,750, $16,610, $18,130, $9,693, and $8,859, respectively. The pro forma results for the year ended December 26, 2003 include a $10,980 reduction in dividends on the trust securities, a $14,709 reduction in interest on the convertible notes, a $1,844 increase in interest on the 2005 notes, and a $6,658 reduction in interest on the Robbins bonds. The pro forma results for the six months ended June 25, 2004 include a $5,863 reduction in dividends on the trust securities, a $7,364 reduction in interest on the convertible notes, a $922 increase in interest on the 2005 notes, and a $3,311 reduction in interest on the Robbins bonds. The pro forma results also include the issuance of $120,000 in aggregate principal amount of old notes, the proceeds of which were 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 $33,207 for fiscal years 1999, 2001, 2002 and 2003 and the six month period ended June 27, 2003, respectively. The coverage deficiency is $94,884 for the year ended December 26, 2003 on a pro forma basis.

(3)Reflects that:

•holders of 59.3% of the aggregate liquidation amount of trust securities tendered in the equity-for-debt exchange offer; and

•holders of 98.5% of the aggregate principal amount of convertible notes tendered in the equity-for-debt exchange offer; and

•holders of 99.2% of the aggregate principal amount, outstanding as of June 25, 2004, of 2009 Series C Robbins bonds tendered in the equity-for-debt exchange offer; and

•holders of 99.1% of the accreted principal amount, outstanding as of June 25, 2004, of Series D Robbins bonds tendered in the equity-for-debt exchange offer; and

•holders of 73.4% of aggregate principal amount, outstanding as of June 25, 2004, of 2024 Series C Robbins bonds tendered; and

•holders of 94.3% of the aggregate principal amount of 2005 notes tendered in the equity-for-debt exchange offer.

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

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•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)Reflects the issuance of 38,036,196 common shares of Foster Wheeler Ltd. to members of Foster Wheeler’s senior management and board of directors, subject to certain restrictions, under a restricted stock plan which we adopted in conjunction with the closing of the equity-for-debt exchange offer, at a price of $0.47 per share. Grants under the plan will be expensed over a two-year vesting period. Also reflects unearned compensation related to the options to purchase 43,516.76 preferred shares (the equivalent of 56,571,788 common shares) of Foster Wheeler Ltd. to members of Foster Wheeler’s senior management under a stock option plan which we adopted in conjunction with the closing of the equity-for-debt exchange offer. The unearned compensation has been determined as the difference between the preferred share value of $615.00 per share and the exercise price of $609.57 per share. The options vest over a two-year period.

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USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any proceeds from the exchange offer. You will receive, in exchange for old notes validly tendered and accepted for exchange pursuant to the exchange offer, new notes in the same principal amount as your old notes. Old notes validly tendered and accepted for exchange pursuant to the exchange offer will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any increase of our outstanding debt.

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THE EXCHANGE OFFER

Background and Purpose of the Exchange Offer

Purpose

We sold the old notes on September 24, 2004, pursuant to a purchase agreement, dated as of September 21, 2004, between us and Wells Fargo Bank, N.A., Sutter Advisors, Merrill Lynch Global Allocation Fund, Inc., Merrill Lynch International Investment Fund – MLIIF Global Allocation Fund, Merrill Lynch Variable Series Fund, Inc. – Merrill Lynch Global Allocation V.I. Fund, Merrill Lynch Series Funds, Inc. – Global Allocation Strategy Portfolio, Tribeca Global Convertible Investments Ltd. (formerly Tribeca Investments Ltd.), Highbridge Capital Corporation, Special Value Absolute Return Fund, LLC and Special Value Bond Fund II, LLC, who we refer to in this prospectus as the purchasers.  The old notes were sold in a private placement without being registered under the Securities Act in reliance on the exemption afforded by Section 4(2) of the Securities Act.

As a condition to the initial sale of the old notes, we and the purchasers entered into a registration rights agreement dated as of September 21, 2004. Pursuant to the registration rights agreement, we agreed to:

•file a registration statement under the Securities Act with respect to the new notes with the SEC by October 24, 2004;

•use our commercially reasonable best efforts (1) to cause the registration statement to become effective under the Securities Act on or before December 23, 2004 and (2) to commence and consummate the exchange offer as soon as practicable after the registration statement has become effective, but in no event later than January 22, 2005;

•use our commercially reasonable best efforts to cause the registration statement to be effective continuously, and to keep the exchange offer open for at least 20 business days after the date notice thereof is mailed to the holders of the old notes (or, in each case, longer if required by applicable law); and

•cause the exchange offer to comply with all applicable federal and state securities laws.  No securities other than the new notes shall be included in the registration statement.

We agreed to issue and exchange the new notes for all old notes validly tendered and not validly withdrawn before the expiration of the exchange offer.  We are sending this prospectus, together with a letter of transmittal, to all the beneficial holders known to us.  For each old note validly tendered to us pursuant to the exchange offer and not validly withdrawn, the holder will receive a new note having a principal amount equal to that of the tendered old note.  A copy of the registration rights agreement has been filed as an exhibit to the registration statement which includes this prospectus.  The registration statement is intended to satisfy some of our obligations under the registration rights agreement.

The term “holder” with respect to the exchange offer means any person in whose name old notes are registered on the trustee’s books or any other person who has obtained a properly completed bond power from the registered holder.

Resale of the New Notes

We believe that you will be allowed to resell the new notes to the public without registration under the Securities Act, and without delivering a prospectus that satisfies the requirements of Section 10 of the Securities Act, if you can make the representations set forth below under “—Procedures for Tendering Old Notes.”  However, if you intend to participate in a distribution of the new notes, are a broker-dealer that acquired the old notes from us in the initial offering with an intent to distribute those notes and not as a result of market-making activities or are an “affiliate” of us as defined in Rule 405 of the Securities Act, you will not be eligible to participate in the exchange offer and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of your notes. See “Description of the New Notes—Registration Rights.”

We base our view on interpretations by the staff of the SEC in no-action letters issued to other issuers relating to exchange offers like ours.  However, we have not asked the SEC to consider this particular exchange offer in the context of a no-action letter.  Therefore, you cannot be sure that the SEC will treat it in the same way it has treated other exchange offers in the past.

A broker-dealer that has acquired old notes as a result of market-making or other trading activities has to deliver a prospectus in order to resell any new notes it receives for its own account in the exchange offer.  This prospectus may be used by such broker-dealer to resell any of its new notes.  We have agreed in the registration rights agreement to send this prospectus to any broker-dealer that requests copies for a period of up to one year after the consummation of the exchange offer, or for such

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longer period as provided by the registration rights agreement.  See “Plan of Distribution” for more information regarding broker-dealers.

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which this exchange offer or the acceptance of the exchange offer would not be in compliance with the securities or blue sky laws.

The exchange offer is not subject to any federal or state regulatory requirements other than securities laws.

Terms of the Exchange Offer

General. Based on the terms and conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all old notes validly tendered and not validly withdrawn on or before the expiration date.

Subject to the minimum denomination requirements of the new notes, we will issue $1.00 principal amount of new notes in exchange for each $1.00 principal amount of outstanding old notes validly tendered pursuant to the exchange offer and not validly withdrawn on or before the expiration date. Holders may tender some or all of their old notes pursuant to the exchange offer. However, old notes may be tendered only in amounts that are integral multiples of $1.00 principal amount.

The form and terms of the new notes are the same as the form and terms of the old notes except that:

•the new notes will be registered under the Securities Act and, therefore, the new notes will not bear legends restricting the transfer of the new notes;

•the new notes will be issued in book-entry form only; and

•holders of the new notes will not be entitled to any of the exchange offer provisions under the registration rights agreement, which rights will terminate upon the consummation of the exchange offer, or to the additional interest provisions of the registration rights agreement.

The new notes will evidence the same indebtedness as the old notes, which they replace, and will be issued under, and be entitled to the benefits of, the same indenture that governs the old notes.  As a result, both the new notes and the old notes will be treated as a single series of debt securities under the indenture. The new notes are also part of the same series as the rollover notes issued in the equity-for-debt exchange offer. The exchange offer does not depend on any minimum aggregate principal amount of old notes being tendered for exchange.

As of the date of this prospectus, $120,000,000 in aggregate principal amount of the old notes is outstanding, registered in the names and denominations as set forth in the security register for the old notes.  Solely for reasons of administration, we have fixed the close of business on                 , 2004 as the record date for the exchange offer for purposes of determining the persons to whom we will initially mail this prospectus and the letter of transmittal.  There will be no fixed record date for determining holders of the old notes entitled to participate in this exchange offer and all holders of old notes may tender their old notes.

As a holder of old notes, you do not have any appraisal or dissenters’ rights or any other right to seek monetary damages in court under the Delaware General Corporation Law or the indenture governing the notes. We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement and the applicable requirements of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and the related rules and regulations of the SEC.  Old notes that are not tendered for exchange in the exchange offer will remain outstanding and interest on these notes will continue to accrue at a rate equal to 10.359% per year.

We will be deemed to have accepted validly tendered old notes if and when we give oral or written notice of our acceptance to Wells Fargo Bank, National Association, which is acting as the exchange agent. The exchange agent will act as agent for the tendering holders of old notes for the purpose of receiving the new notes from us.

If you validly tender old notes in the exchange offer, you will not be required to pay brokerage commissions or fees.  In addition, subject to the instructions in the letter of transmittal, you will not have to pay transfer taxes for the exchange of old notes.  We will pay all charges and expenses in connection with the exchange offer, other than certain applicable taxes described under “—Fees and Expenses.”

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Expiration Date; Extensions; Amendments

The “expiration date” means 5:00 p.m., New York City time, on               , 2004, unless we extend the exchange offer, in which case the expiration date is the latest date and time to which we extend the exchange offer.

In order to extend the exchange offer, we will:

•notify the exchange agent of any extension by oral or written communication; and

•issue a press release or other public announcement, which will report the approximate number of old notes tendered, before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

During any extension of the exchange offer, all old notes previously validly tendered and not validly withdrawn will remain subject to the exchange offer.

We reserve the right:

•to delay accepting any old notes;

•to amend the terms of the exchange offer in compliance with the provisions of the Exchange Act;

•to extend the exchange offer; or

•if, in the opinion of our counsel, the consummation of the exchange offer would violate any law or interpretation of the staff of the SEC, to terminate or amend the exchange offer by giving oral or written notice to the exchange agent.

Any delay in acceptance, extension, termination, or amendment will be followed as soon as practicable by a press release or other public announcement. If we amend the exchange offer in a manner that we determine constitutes a material change, we will promptly disclose that amendment by means of a prospectus supplement that will be distributed to the registered holders of the old notes, and we will extend the exchange offer for a period of time that we will determine in compliance with the Exchange Act, depending upon the significance of the amendment and the manner of disclosure to the registered holders, if the exchange offer would have otherwise expired.

In all cases, issuance of the new notes for old notes that are accepted for exchange will be made only after timely receipt by the exchange agent of a properly completed and duly executed letter of transmittal with all other required documents.  However, we reserve the right to waive any conditions of the exchange offer which we, in our reasonable discretion, determine are not satisfied or any defects or irregularities in the tender of old notes. If we do not accept any tendered old notes for any reason set forth in the terms and conditions of the exchange offer or if you submit old notes for a greater principal amount than you want to exchange, we will return the unaccepted or non-exchanged old notes to you, or substitute old notes evidencing the unaccepted or non-exchanged portion, as appropriate.  See “—Return of Old Notes.”  We will promptly deliver new notes issued in exchange for old notes validly tendered and accepted for exchange, and we will promptly return any old notes not accepted for exchange for any reason, to the applicable tendering holder.

Ownership of beneficial interests in the global note representing the new notes will be limited to DTC and to persons that may hold interests through institutions that have accounts with DTC, which we refer to as participants. Accordingly, only DTC participants may receive beneficial interests in new notes in their own names. If a tendering holder is not a DTC participant, it will need to specify the name and account number of a DTC participant under “Special Delivery Instructions” in the letter of transmittal.

Procedures for Tendering Old Notes

If you wish to tender old notes you must:

•complete and sign the letter of transmittal to the exchange agent;

•have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal; and

•mail or deliver the required documents to the exchange agent at its address set forth in the letter of transmittal for receipt on or before the expiration date.

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In addition, either:

•certificates for old notes must be received by the exchange agent along with the letter of transmittal; or

•you must comply with the procedures described below under “—Guaranteed Delivery Procedures.”

If you do not validly withdraw your tender of old notes on or before the expiration date, it will indicate an agreement between you and Foster Wheeler that you have agreed to tender the old notes, in accordance with the terms and conditions in the letter of transmittal.

The method of delivery of old notes, the letter of transmittal, and all other required documents to the exchange agent is at your election and risk.  Instead of delivery by mail, we recommend that you use an overnight or hand delivery service, properly insured, with return receipt requested.  In all cases, you should allow sufficient time to assure delivery to the exchange agent before on or before the expiration date.  Do not send any letter of transmittal or old notes to us.  You may request that your broker, dealer, commercial bank, trust company, or other nominee effect delivery of your old notes for you.

If you beneficially own the old notes and you hold those old notes through a broker, dealer, commercial bank, trust company, or other nominee and you want to tender your old notes, you should contact that nominee promptly and instruct it to tender your old notes on your behalf.

Generally, an eligible institution must guarantee signatures on a letter of transmittal unless:

•you tender your old notes as the registered holder and the new notes issued in exchange for your old notes are to be issued in your name and delivered to you at your registered address appearing on the security register for the old notes; or

•you tender your old notes for the account of an eligible institution.

An “eligible institution” means:

•a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.;

•a commercial bank or trust company having an office or correspondent in the United States; or

•an “eligible guarantor institution” as defined by Rule 17Ad-15 under the Exchange Act.

In each instance, the eligible institution must be a member of one of the signature guarantee programs identified in the letter of transmittal in order to guarantee signatures on a letter of transmittal.

If the new notes or unexchanged old notes are to be delivered to an address other than that of the registered holder appearing on the security register for the old notes, an eligible institution must guarantee the signature on the letter of transmittal.

Tendered old notes will be deemed to have been received as of the date when:

•the exchange agent receives a properly completed and signed letter of transmittal accompanied by the tendered old notes; or

•the exchange agent receives a notice of guaranteed delivery from an eligible institution.

Issuances of new notes in exchange for old notes tendered pursuant to a notice of guaranteed delivery or letter to similar effect by an eligible institution will be made only against submission of a duly signed letter of transmittal, and any other required documents, and deposit of the tendered old notes. The new notes are being issued in book-entry form only. Holders of old notes who are not DTC participants must specify the name and account number of a DTC participant in the letter of transmittal to receive their new notes.

We will make the final determination regarding all questions relating to the validity, form, eligibility, including time of receipt of tenders and withdrawals of tendered old notes, and our determination will be final and binding on all parties.

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We reserve the absolute right to reject any and all old notes improperly tendered.  We will not accept any old notes if our acceptance of them would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities, or conditions of surrender as to any particular old note. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.  Unless waived, you must cure any defects or irregularities in connection with tenders of old notes on or before the expiration date.  Although we intend to notify holders of defects or irregularities in connection with tenders of old notes, neither we, the exchange agent, nor anyone else will incur any liability for failure to give that notice.  Tenders of old notes will not be deemed to have been made until any defects or irregularities have been cured or waived.  All conditions of the exchange offer will be satisfied or waived prior to the expiration of the exchange offer.  We will not waive any condition of the exchange offer with respect to any noteholder unless we waive such condition for all noteholders.

We have no current plan to acquire, or to file a registration statement to permit resales of, any old notes that are not validly tendered pursuant to the exchange offer.  However, we reserve the right in our sole discretion to purchase or make offers for any old notes that remain outstanding after the expiration date. To the extent permitted by law, we also reserve the right to purchase old notes in the open market, in privately negotiated transactions, or otherwise. The terms of any future purchases or offers could differ from the terms of the exchange offer.

Pursuant to the letter of transmittal, if you elect to tender old notes in exchange for new notes, you must exchange, assign, and transfer the old notes to us and irrevocably constitute and appoint the exchange agent as your true and lawful agent and attorney-in-fact with respect to the tendered old notes, with full power of substitution, among other things, to cause the old notes to be assigned, transferred, and exchanged. By executing the letter of transmittal, you make the representations and warranties set forth below to us.  By executing the letter of transmittal you also promise, on our request, to execute and deliver any additional documents that we consider necessary to complete the exchange of old notes for new notes as described in the letter of transmittal.

Under existing interpretations of the SEC contained in several no-action letters to third parties, we believe that the new notes will be freely transferable by the holders after the exchange offer without further registration under the Securities Act; provided, however, that each holder who wishes to exchange its old notes for new notes will be required to represent:

•that the holder has full power and authority to tender, exchange, assign, and transfer the old notes tendered;

•that we will acquire good title to the old notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements, or other obligations relating to their sale or transfer, and not subject to any adverse claim when we accept the old notes;

•that the holder is acquiring the new notes in the ordinary course of your business;

•that the holder is not participating in and does not intend to participate in a distribution of the new notes;

•that the holder has no arrangement or understanding with any person to participate in the distribution of the new notes;

•that the holder is not an “affiliate,” as defined in Rule 405 under the Securities Act, of us; and

•that if the holder is a broker-dealer and it will receive new notes for its own account in exchange for old notes that it acquired as a result of market-making activities or other trading activities, it will deliver a prospectus in connection with any resale of the new notes.

If you are a broker-dealer that acquired the old notes directly from us in the initial offering and not as a result of market-making activities or you cannot otherwise make any of the representations set forth above, you will not be eligible to participate in the exchange offer, you should not rely on the interpretations of the staff of the SEC in connection with the exchange offer and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of your notes.

Participation in the exchange offer is voluntary. You are urged to consult your financial and tax advisors in deciding whether to participate in the exchange offer.

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Return of Old Notes

If any old notes are not accepted for any reason described in this prospectus, or if old notes are validly withdrawn or are submitted for a greater principal amount than you want to exchange, the exchange agent will return the unaccepted, withdrawn, or non-exchanged old notes to you, unless otherwise provided in the letter of transmittal.

Guaranteed Delivery Procedures

If you wish to tender your old notes and (1) your old notes are not immediately available so that you can meet the expiration date deadline, or (2) you cannot deliver your old notes or other required documents to the exchange agent before on or before the expiration date, you may nonetheless participate in the exchange offer if:

•you tender your old notes through an eligible institution;

•on or before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery substantially in the form provided by us, by mail or hand delivery, showing the name and address of the holder, the name(s) in which the old notes are registered, the certificate number(s) of the old notes, if applicable, and the principal amount of old notes tendered; the notice of guaranteed delivery must state that the tender is being made by the notice of guaranteed delivery and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, together with the certificate(s) representing the old notes, in proper form for transfer and any other required documents, will be delivered by the eligible institution to the exchange agent; and

•the properly executed letter of transmittal, as well as the certificate(s) representing all tendered old notes, in proper form for transfer and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

Unless old notes are tendered by the above-described method and deposited with the exchange agent within the time period set forth above, we may, at our option, reject the tender.  The exchange agent will send you a notice of guaranteed delivery upon your request if you want to tender your old notes according to the guaranteed delivery procedures described above.

Withdrawal of Tenders of Old Notes

You may withdraw your tender of old notes at any time on or before the expiration date.

To withdraw old notes tendered in the exchange offer, the exchange agent must receive a written notice of withdrawal at its address set forth below on or before the expiration date. Any notice of withdrawal must:

•specify the name of the person having deposited the old notes to be withdrawn;

•identify the old notes to be withdrawn, including the certificate number or numbers, if applicable, and principal amount of the old notes;

•contain a statement that the holder is withdrawing the election to have the old notes exchanged;

•be signed by the holder in the same manner as the original signature on the letter of transmittal used to tender the old notes; and

•specify the name in which any old notes are to be registered, if different from that of the registered holder of the old notes and, the signatures on the notice of withdrawal, if tendered via notice of guaranteed delivery, must be guaranteed by an eligible institution.

We will make the final determination on all questions regarding the validity, form, eligibility, including time of receipt of notices of withdrawal, and our determination will be final and binding on all parties. Any old notes validly withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no new notes will be issued in exchange unless the old notes so withdrawn are validly tendered again.  Properly withdrawn old notes may be tendered again by following one of the procedures described above under “—Procedures for Tendering Old Notes” at any time on or before the expiration date.  Any old notes that are not accepted for exchange will be returned at no cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer.

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Additional Obligations

We may be required, under certain circumstances, to file a shelf registration statement.  See “Description of the New Notes—Registration Rights.” In any event, we are under a continuing obligation, for a period of up to one year after the consummation of the exchange offer, or such longer period as provided by the registration rights agreement, to keep the registration statement of which this prospectus is a part effective and to provide copies of the latest version of this prospectus to any broker-dealer that requests copies for use in a resale, subject to our ability to suspend the use of such a prospectus under certain conditions as described in the registration rights agreement and as described below under “Description of the New Notes—Registration Rights.”

Conditions of the Exchange Offer

Notwithstanding any other term of the exchange offer, or any extension of the exchange offer, we may terminate the exchange offer before acceptance of the old notes if in our reasonable judgment:

•the exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC; or

•any action or proceeding has been instituted or threatened in any court or by any governmental agency that might materially impair our ability to proceed with or complete the exchange offer or, in any such action or proceeding, any material adverse development has occurred with respect to us; or

•we have not obtained any governmental approval which we deem necessary for the consummation of the exchange offer.

If we, in our reasonable discretion, determine that any of the above conditions is not satisfied, we may:

•refuse to accept any old notes and return all tendered old notes to the tendering holders;

•extend the exchange offer and retain all old notes tendered on or before the expiration date, subject to the holders’ right to withdraw the tender of the old notes; or

•waive any unsatisfied conditions regarding the exchange offer and accept all properly tendered old notes that have not been withdrawn. If this waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered holders of the old notes, and we will extend the exchange offer for a period of time that we will determine, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would have otherwise expired.

All conditions to the exchange offer will be satisfied or waived prior to the expiration of the exchange offer.  We will not waive any condition of the exchange offer with respect to any noteholder unless we waive such condition for all noteholders.

If we fail to consummate the exchange offer or file, have declared effective or keep effective a shelf registration statement within time periods specified by the registration rights agreement, we may be required to pay additional interest in respect of the old notes.  See “Description of the New Notes—Registration Rights.”

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Exchange Agent

We have appointed Wells Fargo Bank, National Association as exchange agent for the exchange offer.  Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent at the following addresses:

By Overnight Courier or Mail:	By Registered or Certified Mail:	By Hand:
Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 6th & Marquette Avenue Minneapolis, MN 55479 Attn: Reorg (if by mail, registered or certified recommended)	Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480 Attn: Reorg	Wells Fargo Bank, N.A. Corporate Trust Operations Northstar East Bldg. – 12th Floor 608 2nd Avenue South Minneapolis, MN 55402 Attn: Reorg
	By Facsimile:
	(612) 667-6282 Attn: Bondholder Communications To Confirm by Telephone: (800) 344-5128; or (612) 667-9764

Fees and Expenses

We will pay all expenses incurred in connection with the performance of our obligations in the exchange offer, including registration fees, fees and expenses of the exchange agent, the transfer agent and registrar, and printing costs, among others.

We will also bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by facsimile, telephone, or in person by our officers and regular employees or by officers and employees of our affiliates.  No additional compensation will be paid to any officers and employees who engage in soliciting tenders.

We have not retained any dealer-manager or other soliciting agent for the exchange offer and will not make any payments to brokers, dealers, or others soliciting acceptance of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for related, reasonable out-of-pocket expenses.  We may also reimburse brokerage houses and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses they incur in forwarding copies of this prospectus, the letter of transmittal and related documents.

We will pay all transfer taxes, if any, applicable to the exchange of old notes. If, however, new notes, or old notes for principal amounts not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange, then the amount of any transfer taxes will be payable by the person tendering the notes.  If you do not submit satisfactory evidence of payment of those taxes or exemption from payment of those taxes with the letter of transmittal, the amount of those transfer taxes will be billed directly to you.

Consequences of Failure to Exchange

Old notes that are not exchanged will remain “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act. Accordingly, they may not be offered, sold, pledged or otherwise transferred except:

•to us or to any of our subsidiaries;

•inside the United States to a qualified institutional buyer in compliance with Rule 144A under the Securities Act;

•inside the United States to an institutional accredited investor that, before the transfer, furnishes to the trustee a signed letter containing certain representations and agreements relating to the restrictions on transfer of the old notes, the

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form of which you can obtain from the trustee and an opinion of counsel acceptable to us and the trustee that the transfer complies with the Securities Act;

•outside the United States in compliance with Rule 904 under the Securities Act;

•pursuant to the exemption from registration provided by Rule 144 under the Securities Act, if available;

•in accordance with another exemption from the registration requirements of the Securities Act and based upon an opinion of counsel, if we so request; or

•pursuant to an effective registration statement under the Securities Act.

The liquidity of the old notes could be adversely affected by the exchange offer.  See “Risk Factors—Risks to Non-Tendering Holders of Old Notes—An active trading market for the notes may not develop, which could make it difficult to resell your notes at their fair market value or at all.”  Following consummation of the exchange offer, we will not be required to register under the Securities Act any old notes that remain outstanding except in the limited circumstances in which we are obligated to file a shelf registration statement for certain holders of old notes not eligible to participate in the exchange offer pursuant to the registration rights agreement.  Interest on any old notes not tendered or otherwise accepted for exchange in the exchange offer will continue to accrue at a rate equal to 10.359% per year.

Accounting Treatment

For accounting purposes, we will recognize no gain or loss as a result of the exchange offer.  We will amortize the expenses of the exchange offer and the unamortized expenses related to the issuance of the old notes over the remaining term of the notes.

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DESCRIPTION OF THE NEW NOTES

In this Description of the New 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 “old notes” refers to the 10.359% Senior Secured Notes due 2011, Series B issued by Foster Wheeler LLC, the term “new notes” refers to the 10.359% Senior Secured Notes due 2011, Series A to be issued by Foster Wheeler LLC, and the term “notes” refers to both the old notes and the new notes together with the rollover notes. You can find the definitions of certain terms used in this description under “—Certain Definitions.”

The form and terms of the new notes and the old notes are identical in all material respects, except that transfer restrictions, interest rate increase provisions and related registration rights applicable to the old notes do not apply to the new notes. Foster Wheeler LLC will issue the new notes under an indenture between Foster Wheeler LLC, the guarantors named therein and Wells Fargo Bank, National Association, as trustee. The terms of the new notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, which we refer to as the Trust Indenture Act. The indenture has been 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 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 rollover 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 aggregate principal amount of up to $270,000,000, including the rollover notes;

•mature on September 15, 2011; and

•bear interest commencing on the date of issue at a rate of 10.359% per annum payable semi-annually in arrears on each March 15 and September 15, commencing March 15, 2005, 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 February 28 or August 31 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.

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

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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 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.à r.l., Foster Wheeler Europe Limited, FW Energie B.V. and 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 six months ended June 25, 2004, the Guarantors generated combined revenues of $262 million, or 19% of our consolidated revenues for that period. See “Risk Factors—Risk Factors Relating to the Notes—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 the Notes—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.”

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.

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 and (2) from time to time, any future Credit Facility permitted under the indenture, pursuant to a security agreement and an intercreditor agreement, each as amended

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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
Barsotti’s Inc.	100%
Chirllu, Inc.	100%
Continental Finance Company Ltd.	66%
Equipment Consultants, Inc.	100%
Financial Services S.à 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%
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%

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Subsidiary	Percentage of Stock Pledged
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%;

(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.à r.l. $200 million note; and

Foster Wheeler LLC (pledgor) issued by Financial Services S.à 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

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credit under the Credit Agreement, which were collectively $73.2 million at June 25, 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 and (ii) all obligations in respect of term loans that refinance the notes.

Under the terms of the notes, Foster Wheeler LLC is permitted to incur borrowings under a Credit Facility of up to $250,000,000, or 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,” $325,000,000 and, after September 15, 2008, up to $370,000,000 or, subject to satisfying the ratio, $445,000,000. The indenture and Collateral Documents governing the notes will permit Foster Wheeler LLC to grant a first priority lien on the Collateral securing the 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.

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 $73.2 million at June 25, 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 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 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 the Notes—If there is a default in respect of our obligations under

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the 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 and the holders of the 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 entered into an intercreditor agreement dated as of September 24, 2004. The intercreditor agreement provides, 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 further provides 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

In recognition of the fact that investors, even though purchasing the old notes for investment, may wish to be legally permitted to sell their notes when they deem appropriate, we have agreed that we will prepare and file with the Commission a registration statement (i.e. the registration statement of which this prospectus is a part) enabling holders of old notes to exchange in the privately placed notes for publicly registered new notes with substantially identical terms on or before October 24, 2004, and will use our commercially reasonable best efforts to cause the registration statement to become effective on or before December 23, 2004. We will use our commercially reasonable best efforts to complete the exchange offer on or before January 22, 2005.  If we cannot effect an exchange offer within the time periods listed above, and in certain other circumstances, we will use our commercially reasonable best efforts to file a shelf registration statement for the resale of the notes.

In connection with the equity-for-debt exchange offer, we entered into a registration rights agreement with certain holders of our securities, or the selling securityholders, in which we agreed to file a separate registration statement to cover resales of our securities held by them immediately following the equity-for-debt exchange offer. From time to time, the selling securityholders may be our “affiliates” as defined under the Securities Act and may therefore be required to register sales of our securities. Holders of old notes who are deemed to be our “affiliates” are not eligible to participate in this exchange offer; however, we will issue 10.359% Senior Secured Notes due 2011, Series A that will be registered under a separate registration statement covering resales in exchange for their 10.359% Senior Secured Notes due 2011, Series B in a private exchange offer.

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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 September 15, 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 and liquidated damages, if any, 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 September 15, 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 and liquidated damages, if any, to the applicable redemption date if redeemed during the twelve-month period beginning on September 15 of the years indicated below:

Year	Percentage
2006	107.769	%
2007	106.474	%
2008	105.180	%
2009	102.590	%
2010	100	% of principal

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

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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 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 September 15, 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);

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(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 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 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 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).

(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;

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(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;

(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.

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(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;

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; provided that amounts received as payment of the applicable exercise price of any warrants or options issued in connection with the proposed exchange offer shall be included), 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

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(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.

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

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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 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;

(15)         the proposed exchange offer and the transactions contemplated thereby; and

(16)         the repurchase, or payments to, or for the account of, any Parent Guarantor for the repurchase, from time to time, of debt securities or trust securities of Foster Wheeler LLC, its subsidiaries or any Parent Guarantor having a purchase price in an amount not to exceed $50,000,000 in the aggregate.

provided that, in the case of clauses (4), (5), (6), (7), (8)(iii) and (iv), (9), (10), (11), (12), (13) and (16), 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) 0.50% of all Restricted Payments made pursuant to clause (16) 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 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,

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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 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

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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 and liquidated damages, if any, 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 $1.00 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 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— Risk Factors Relating to the Notes—We may be unable to repurchase the 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

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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).

(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 and liquidated damages, if any, 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 $1.00 principal amount will be purchased.

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(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.

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 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

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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.

(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

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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 to 11.359% per annum, commencing on the 91st 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 to 10.359% per annum.

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”.

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

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(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 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 10th 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

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(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,

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.

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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;

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 or liquidated damages, if any, 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;

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(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;

(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 and liquidated damages, if any, on the notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and interest and liquidated damages, if any, 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 and liquidated damages, if any, 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 and liquidated damages, if any, 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.

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;

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(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 or liquidated damages, if any, 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;

(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, 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 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 or liquidated damages 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;

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(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 or liquidated damages 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 66 2/3% 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 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.

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

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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.

Form, Denomination and Registration of Notes

The new 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

The new notes to be issued in the exchange for the old notes will be global notes and 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 new notes for any purpose under the indenture or the new 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 new notes are issued only in the form of global securities:

•you cannot have any of the new notes registered in your own name;

•you cannot receive physical certificates for your interest in the new notes;

•you will not be a registered legal holder of any of the new notes and must look to your own bank or broker for payments on the new notes and protection of your legal rights relating to the new notes;

•you may not be able to sell interests in any of the new notes to some insurance companies and other institutions that are required by law to own their securities in the form of physical certificates;

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•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;

•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 prospectus 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.

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.

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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 September 15, 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 September 15, 2008 (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 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);

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(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 “—Certain Covenants—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 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

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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 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

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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

(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 the registration statement on Form S-4 relating to the equity-for-debt exchange offer, 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

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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 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 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

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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 “—Certain Covenants—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;

(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 “—Certain Covenants—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.

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“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” and “—Certain Covenants—Limitation on Asset Sales,” 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) 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.

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“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;

(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).

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“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 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, 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 (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

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(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.

“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

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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—Limitation on 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 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.

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“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 “—Certain Covenants—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;

(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 “—Certain Covenants—Limitation on Debt and Disqualified or Preferred Stock”;

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(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 “—Certain Covenants—Limitation on Debt and Disqualified or Preferred Stock”;

(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.

“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.

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“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 Covenants—Limitation on Debt and Disqualified or 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, 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.

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“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 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 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 Foster Wheeler LLC and/or one or more of its Wholly Owned Restricted Subsidiaries (or a combination thereof).

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

Exchange of Notes

The exchange of old notes for new notes in the exchange offer will not constitute a taxable event to holders.  Consequently,

•no gain or loss will be recognized by a holder upon receipt of a new note;

•the holding period of the new note will include the holding period of the old note; and

•the adjusted tax basis of the new note will be the same as the adjusted tax basis of the old note immediately before the exchange.

In any event, persons considering the exchange of old notes for new notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations, as well as any consequences arising under laws of any other taxing jurisdiction.

PLAN OF DISTRIBUTION

We are not using any underwriters for this exchange offer.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes.  This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of any new notes received in exchange for old notes acquired by the broker-dealer as a result of market-making or other trading activities. For a period of up to one year after the expiration of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents. In addition, during this one year period, all dealers effecting transactions in the new notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of new notes by broker-dealers or any other persons.  New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes, or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker-dealer that participates in a distribution of new notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit resulting from these resales of new notes and any commissions or concessions received by any of these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer (including the expenses of counsel for the holders of the old notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the old notes and the new notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

The validity of the new notes and the guarantees will be passed upon for us by King & Spalding LLP, New York, New York.

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 annual report on Form 10-K/A for the year ended December 26, 2003 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 of 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 SFAS No. 142, 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;

•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/A 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.

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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.

90

No person has been authorized to give any information or to make any representations other than those contained in this prospectus, and, if given or made, such information and representations must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or any offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Foster Wheeler since the date hereof or that the information contained herein is correct as of any time subsequent to its date.

FOSTER WHEELER LLC

Offer to Exchange up to $120,000,000 in Principal Amount of 10.359% Senior Secured
Notes due 2011, Series A, Guaranteed by certain Guarantors that have been
registered under the Securities Act of 1933

for

any and all outstanding 10.359% Senior Secured Notes due 2011, Series B,
Guaranteed by certain Guarantors that have not been registered under the Securities Act of 1933

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 any rule of law otherwise would be imposed on them in respect of any negligence, default, breach of duty or breach of trust, 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, 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

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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 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

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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.à r.l.

Financial Services S.à 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.

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

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occurrence 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.

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.

Item 21.  Exhibits and Financial Statement Schedules.

Exhibit No.	Description
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	Indenture dated as of September 24, 2004 among Foster Wheeler LLC, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the notes.
4.3	Registration Rights Agreement dated as of September 21, 2004 among Foster Wheeler LLC, the guarantors named therein and the purchasers named therein relating to the exchange offer for 10.359% Senior Secured Notes due 2011, Series B.
4.4	Form of Note relating to new notes (included in Exhibit 4.2).
4.5	Registration Rights Agreement dated as of September 24, 2004 by and among Foster Wheeler LLC, the guarantors listed therein and each of the purchasers signatory thereto.
4.6	Security Agreement dated as of September 24, 2004 among Foster Wheeler LLC, the grantors listed therein and Wells Fargo Bank, National Association.
4.7	Intercreditor Agreement dated as of September 24, 2004 among Bank of America, N.A., as Administrative Agent and Collateral Agent, Wells Fargo Bank, N.A., as trustee, Foster Wheeler LLC and its subsidiaries which are parties thereto.
5.1	Opinion of King & Spalding LLP as to the validity of the new notes and the guarantees.
12.1	Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of King & Spalding LLP (included in Exhibit 5.1).

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24.1	Power of Attorney (included in the signature pages to this registration statement).
25.1	Statement of eligibility of trustee with regards to new notes indenture.
99.1	Form of Letter of Transmittal for old 10.359% Senior Secured Notes due 2011, Series B.
99.2	Form of Notice of Guaranteed Delivery for old 10.359% Senior Secured Notes due 2011, Series B.
99.3	Form of Instructions to Registered Holders from Beneficial Owner.
99.4	Form of Letter to Registered Holders.

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, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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.

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.

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The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER LTD.
By	/s/ Brian K. Ferraioli
	Name:	Brian K. Ferraioli
	Title:	Vice President and Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Raymond J. Milchovich	Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	October 20, 2004
Raymond J. Milchovich
/s/ John T. La Duc	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	October 20, 2004
John T. La Duc
/s/ Brian K. Ferraioli	Vice President and Controller (Principal Accounting Officer)	October 20, 2004
Brian K. Ferraioli
/s/ Eugene D. Atkinson	Director	October 20, 2004
Eugene D. Atkinson
/s/ Diane C. Creel	Director	October 20, 2004
Diane C. Creel
/s/ Roger L. Heffernan	Director	October 20, 2004
Roger L. Heffernan
/s/ Joseph J. Melone	Director	October 20, 2004
Joseph J. Melone
	Director	October     , 2004
Stephanie Hanbury-Brown
/s/ James D. Woods	Director	October 20, 2004
James D. Woods
/s/ David M. Sloan	Director	October 20, 2004
David M. Sloan

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER LLC
By	/s/Brian K. Ferraioli
	Name:	Brian K. Ferraioli
	Title:	Vice President and Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Raymond J. Milchovich	President, Chief Executive Officer and Manager (Principal Executive Officer)	October 20, 2004
Raymond J. Milchovich
/s/ Brian K. Ferraioli	Vice President and Controller (Principal Financial and Accounting Officer)	October 20, 2004
Brian K. Ferraioli
/s/ Steven I. Weinstein	Vice President, Deputy General Counsel and Manager	October 20, 2004
Steven I. Weinstein
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner
/s/ Rakesh K. Jindal	Manager and Vice President of Tax	October 20, 2004
Rakesh K. Jindal
/s/ Peter Douglas	Manager	October 20, 2004
Peter Douglas

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

EQUIPMENT CONSULTANTS, INC.
By	/s/ Anthony Scerbo
	Name:	Anthony Scerbo
	Title:	Director Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director and President (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER HOLDINGS LTD.
By	/s/ Brian K. Ferraioli
	Name:	Brian K. Ferraioli
	Title:	Director, Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Raymond J. Milchovich	Director and President (Principal Executive Officer)	October 20, 2004
Raymond J. Milchovich
/s/ Brian K. Ferraioli	Director, Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Brian K. Ferraioli
/s/ Lisa Fries Gardner	Director, Vice President and Assistant Secretary	October 20, 2004
Lisa Fries Gardner
/s/ Peter Douglas	Director	October 20, 2004
Peter Douglas
/s/ Rakesh K. Jindal	Director and Director of Tax	October 20, 2004
Rakesh K. Jindal
/s/ Steven I. Weinstein	Director	October 20, 2004
Steven I. Weinstein

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER ASIA LIMITED
By	/s/ Brian K. Ferraioli
	Name:	Brian K. Ferraioli
	Title:	Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Keith E. Batchelor	President and Director (Principal Executive Officer)	October 20, 2004
Keith E. Batchelor
/s/ Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Brian K. Ferraioli
/s/ Lisa Fries Gardner	Director and Secretary	October 20, 2004
Lisa Fries Gardner

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER CAPITAL & FINANCE CORPORATION
By	/s/ Brian K. Ferraioli
	Name:	Brian K. Ferraioli
	Title:	Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Thierry Desmaris	Director, President and Treasurer (Principal Executive Officer)	October 20, 2004
Thierry Desmaris
/s/ Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Brian K. Ferraioli
/s/ John J. Herguth, Jr.	Director and Vice President	October 20, 2004
John J. Herguth, Jr.
/s/ Steven I. Weinstein	Director and Vice President	October 20, 2004
Steven I. Weinstein

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER CONSTRUCTORS, INC.
By	/s/ Anthony Scerbo
	Name:	Anthony Scerbo
	Title:	Director, Vice President, & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director, President & Chief Executive Officer (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Director, Vice President, & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Clifton J. Crumm II	Director and Vice President	October 20, 2004
Clifton J. Crumm II
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER DEVELOPMENT CORPORATION
By	/s/ Anthony Scerbo
	Name:	Anthony Scerbo
	Title:	Vice President & Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director, Chairman & President (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Clifton J. Crumm II	Director	October 20, 2004
Clifton J. Crumm II
/s/ Venkatrama Seshamani	Director	October 20, 2004
Venkatrama Seshamani
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER ENERGY CORPORATION
By	/s/ Anthony Scerbo
	Name:	Anthony Scerbo
	Title:	Director, Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director, Chairman, President & Chief Executive Officer (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Clifton J. Crumm II	Director and Vice President	October 20, 2004
Clifton J. Crumm II
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER ENERGY MANUFACTURING, INC.
By	/s/ Anthony Scerbo
	Name:	Anthony Scerbo
	Title:	Director and Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director and President (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Director and Controller (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Clifton J. Crumm II	Executive Vice President	October 20, 2004
Clifton J. Crumm II
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER ENERGY SERVICES, INC.
By	/s/ Anthony Scerbo
	Name:	Anthony Scerbo
	Title:	Director, Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director, President & Chief Executive Officer (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Clifton J. Crumm II	Director and Executive Vice President	October 20, 2004
Clifton J. Crumm II
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER ENVIRESPONSE, INC.
By	/s/ Brian K. Ferraioli
	Name:	Brian K. Ferraioli
	Title:	Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Steven I. Weinstein	Director and President (Principal Executive Officer)	October 20, 2004
Steven I. Weinstein
/s/ Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Brian K. Ferraioli
/s/ Lisa Fries Gardner	Director and Secretary	October 20, 2004
Lisa Fries Gardner

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER ENVIRONMENTAL CORPORATION
By	/s/ Anthony Scerbo
	Name:	Anthony Scerbo
	Title:	Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director, Chairman, President & Chief Executive Officer (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER FACILITIES MANAGEMENT, INC.
By	/s/ Anthony Scerbo
	Name:	Anthony Scerbo
	Title:	Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director and President (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Martin J. Karpenski	Director and Vice President	October 20, 2004
Martin J. Karpenski
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER INC.
By	/s/ Brian K. Ferraioli
	Name:	Brian K. Ferraioli
	Title:	Director, Acting Chief Financial Officer, Vice President and Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Raymond J. Milchovich	Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	October 20, 2004
Raymond J. Milchovich
/s/ Brian K. Ferraioli	Director, Acting Chief Financial Officer, Vice President and Controller (Principal Financial Officer)	October 20, 2004
Brian K. Ferraioli
/s/ Lisa J. Wood	Chief Accounting Officer (Principal Accounting Officer)	October 20, 2004
Lisa J. Wood
/s/ Lisa Fries Gardner	Vice President, Secretary and Chief Governance Officer	October 20, 2004
Lisa Fries Gardner

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER INTERNATIONAL CORPORATION
By	/s/ Ramon U. Velez
	Name:	Ramon U. Velez
	Title:	Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Raymond J. Milchovich	Director, Chairman, President & Chief Executive Officer (Principal Executive Officer)	October 20, 2004
Raymond J. Milchovich
/s/ Ramon U. Velez	Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Ramon U. Velez
/s/ Keith E. Batchelor	Director	October 20, 2004
Keith E. Batchelor
/s/ Brian K. Ferraioli	Director	October 20, 2004
Brian K. Ferraioli
/s/ Umberto della Sala	Director	October 20, 2004
Umberto della Sala
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER INTERNATIONAL HOLDINGS, INC.
By	/s/ Brian K. Ferraioli
	Name:	Brian K. Ferraioli
	Title:	Director, Acting Chief Financial Officer, Vice President and Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Raymond J. Milchovich	Director, Chairman, President & Chief Executive Officer (Principal Executive Officer)	October 20, 2004
Raymond J. Milchovich
/s/ Brian K. Ferraioli	Director, Acting Chief Financial Officer, Vice President and Controller (Principal Financial Officer)	October 20, 2004
Brian K. Ferraioli
/s/ Lisa J. Wood	Chief Accounting Officer (Principal Accounting Officer)	October 20, 2004
Lisa J. Wood
/s/ Lisa Fries Gardner	Vice President, Secretary and Chief Governance Officer	October 20, 2004
Lisa Fries Gardner

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER POWER SYSTEMS, INC.
By	/s/ Anthony Scerbo
	Name:  Anthony Scerbo
	Title:  Director, Vice President & Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Martin J. Karpenski	Director, Chairman, President & Chief Executive Officer (Principal Executive Officer)	October 20, 2004
Martin J. Karpenski
/s/ Anthony Scerbo	Director, Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Bernard H. Cherry	Director	October 20, 2004
Bernard H. Cherry
/s/ Bruce C. Studley	Director and Senior Vice President	October 20, 2004
Bruce C. Studley
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER PYROPOWER, INC.
By	/s/ Anthony Scerbo
	Name:  Anthony Scerbo
	Title:  Director, Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	President & Director (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER REAL ESTATE DEVELOPMENT CORPORATION
By	/s/ Brian K. Ferraioli
	Name:	Brian K. Ferraioli
	Title:	Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Thierry Desmaris	Director and President (Principal Executive Officer)	October 20, 2004
Thierry Desmaris
/s/ Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Brian K. Ferraioli
/s/ Steven I. Weinstein	Director & Vice President	October 20, 2004
Steven I. Weinstein
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER REALTY SERVICES, INC.
By	/s/ Brian K. Ferraioli
	Name:	Brian K. Ferraioli
	Title:	Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Steven I. Weinstein	Director and President (Principal Executive Officer)	October 20, 2004
Steven I. Weinstein
/s/ Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Brian K. Ferraioli
/s/ Thierry Desmaris	Director	October 20, 2004
Thierry Desmaris
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER USA CORPORATION
By	/s/ Anthony Scerbo
	Name:  Anthony Scerbo
	Title:  Director, Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director, and President (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Director, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Clifton J. Crumm II	Director	October 20, 2004
Clifton J. Crumm II
/s/ William Troy Roder	Director and Senior Vice President	October 20, 2004
William Troy Roder
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER VIRGIN ISLANDS, INC.
By	/s/ Anthony Scerbo
	Name:  Anthony Scerbo
	Title:  Director, Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director and President (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Clifton J. Crumm II	Director and Executive Vice President	October 20, 2004
Clifton J. Crumm II
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER ZACK, INC.
By	/s/ Brian K. Ferraioli
	Name:  Brian K. Ferraioli
	Title:  Director, Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Michael DeSimone	Director and President (Principal Executive Officer)	October 20, 2004
Michael DeSimone
/s/ Brian K. Ferraioli	Director, Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Brian K. Ferraioli
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FW MORTSHAL, INC.
By	/s/ Anthony Scerbo
	Name:  Anthony Scerbo
	Title:  Director, Vice President, & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director, Chairman & President (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Director, Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

HFM INTERNATIONAL, INC.
By	/s/ Brian K. Ferraioli
	Name:  Brian K. Ferraioli
	Title:  Vice President & Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Thierry Desmaris	Director, President & Treasurer (Principal Executive Officer)	October 20, 2004
Thierry Desmaris
/s/ Brian K. Ferraioli	Vice President & Controller (Principal Financial and Accounting Officer)	October 20, 2004
Brian K. Ferraioli
/s/ Steven I. Weinstein	Director & Vice President	October 20, 2004
Steven I. Weinstein
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

PROCESS CONSULTANTS, INC.
By	/s/ Anthony Scerbo
	Name:  Anthony Scerbo
	Title:  Vice President and Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director and President (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Vice President and Controller (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Rakesh K. Jindal	Director and Vice President of Tax	October 20, 2004
Rakesh K. Jindal
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

PYROPOWER OPERATING SERVICES COMPANY, INC.
By	/s/ Anthony Scerbo
	Name:	Anthony Scerbo
	Title:	Director and Controller

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director and President (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Director and Controller (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Martin J. Karpenski	Director and Vice President	October 20, 2004
Martin J. Karpenski
/s/ Bruce C. Studley	Director and Vice President	October 20, 2004
Bruce C. Studley
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

PERRYVILLE III TRUST
By	/s/ Joseph Mate
	Name:	Joseph Mate
	Title:	Authorized Officer of the Owner Trustee

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following person in the capacity indicated on the date indicated.

Signature	Title	Date
/s/ Joseph Mate	Owner Trustee	October 20, 2004
Joseph Mate

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

CONTINENTAL FINANCE COMPANY LTD.
By	/s/ Brian K. Ferraioli
	Name:	Brian K. Ferraioli
	Title:	President, Controller & Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Brian K. Ferraioli	President, Controller & Director (Principal Executive and Accounting Officer)	October 20, 2004
Brian K. Ferraioli
/s/ Thierry Desmaris	Vice President, Treasurer & Director (Principal Financial Officer)	October 20, 2004
Thierry Desmaris
/s/ Lisa Fries Gardner	Vice President, Assistant Secretary & Director	October 20, 2004
Lisa Fries Gardner
/s/ John J. Herguth Jr.	Director	October 20, 2004
John J. Herguth Jr.

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

ENERGY HOLDINGS, INC.
By	/s/ Anthony Scerbo
	Name:	Anthony Scerbo
	Title:	Vice President, Treasurer and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ William Troy Roder	President (Principal Executive Officer)	October 20, 2004
William Troy Roder
/s/ Anthony Scerbo	Vice President, Treasurer & Director (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Bernard H. Cherry	Director	October 20, 2004
Bernard H. Cherry
/s/ Rakesh K. Jindal	Director & Vice President of Tax	October 20, 2004
Rakesh K. Jindal

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FINANCIAL SERVICES S.A.R.L.
By	/s/ Rakesh K. Jindal
	Name:	Rakesh K. Jindal
	Title:	Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Rakesh K. Jindal	Manager (Principal Executive, Financial and Accounting Officer)	October 20, 2004
Rakesh K. Jindal
/s/ Gerard Becquer	Manager	October 20, 2004
Gerard Becquer
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER EUROPE LIMITED
By	/s/ Brian K. Ferraioli
	Name:	Brian K. Ferraioli
	Title:	Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Stephen J. Davies	Director (Principal Executive Officer)	October 20, 2004
Stephen J. Davies
/s/ Laurent Dupagne	Director (Principal Financial & Accounting Officer)	October 20, 2004
Laurent Dupagne
/s/ Nicholas Christopher Holt	Director	October 20, 2004
Nicholas Christopher Holt
/s/ Raymond J. Milchovich	Director and Chairman	October 20, 2004
Raymond J. Milchovich
/s/ Umberto della Sala	Director	October 20, 2004
Umberto della Sala
/s/ Thierry Desmaris	Director	October 20, 2004
Thierry Desmaris
/s/ Brian K. Ferraioli	Director	October 20, 2004
Brian K. Ferraioli
/s/ Rakesh K. Jindal	Director	October 20, 2004
Rakesh K. Jindal
/s/ Steven I. Weinstein	Director	October 20, 2004
Steven I. Weinstein

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER INTERCONTINENTAL CORPORATION
By	/s/ Thierry Desmaris
	Name:	Thierry Desmaris
	Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Raymond J. Milchovich	President & Director (Principal Executive Officer)	October 20, 2004
Raymond J. Milchovich
/s/ Thierry Desmaris	Treasurer (Principal Financial and Accounting Officer)	October 20, 2004
Thierry Desmaris
/s/ Lisa Fries Gardner	Secretary & Director	October 20, 2004
Lisa Fries Gardner
/s/ Rakesh K. Jindal	Vice President of Tax	October 20, 2004
Rakesh K. Jindal

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FW ENERGIE B.V.
By	/s/ Anthony Scerbo
	Name:	Anthony Scerbo
	Title:	Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Anthony Scerbo	Director (Principal Executive, Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Trust Int’l. Mgmt. B.V.	Director	October 20, 2004
Trust Int’l. Mgmt. B.V.

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FW HUNGARY LICENSING LIMITED LIABILITY COMPANY
By	/s/ Thierry Desmaris
	Name:  Thierry Desmaris
	Title: Managing Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Thierry Desmaris	Managing Director (Principal Executive, Financial and Accounting Officer)	October 20, 2004
Thierry Desmaris
/s/ Olasz Nandor	Managing Director	October 20, 2004
Olasz Nandor
/s/ Zsolt Szekeres	Managing Director	October 20, 2004
Zsolt Szekeres

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

PGI HOLDINGS, INC.
By	/s/ Anthony Scerbo
	Name:  Anthony Scerbo
	Title:  Vice President and Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ William Troy Roder	President (Principal Executive Officer)	October 20, 2004
William Troy Roder
/s/ Anthony Scerbo	Vice President, Treasurer & Director (Principal Financial and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Bernard H. Cherry	Director	October 20, 2004
Bernard H. Cherry
/s/ Rakesh K. Jindal	Director & Vice President of Tax	October 20, 2004
Rakesh K. Jindal

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER POWER CORPORATION
By:	/s/ Anthony Scerbo
	Name:  Anthony Scerbo
	Title:  President & Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Anthony Scerbo	President & Director (Principal Executive and Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Thierry Desmaris	Treasurer (Principal Financial Officer)	October 20, 2004
Thierry Desmaris
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner
/s/ Bernard H. Cherry	Director	October 20, 2004
Bernard H. Cherry

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER MIDDLE EAST CORPORATION
By	/s/ Thierry Desmaris
	Name:  Thierry Desmaris
	Title:  Treasurer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Francesco Lo Tito	President, Chief Executive Officer & Director (Principal Executive Officer)	October 20, 2004
Francesco Lo Tito
/s/ D. Alan Leiper	Vice President, Assistant Treasurer & Director (Principal Accounting Officer)	October 20, 2004
D. Alan Leiper
/s/ Thierry Desmaris	Treasurer (Principal Financial Officer)	October 20, 2004
Thierry Desmaris
/s/ Lisa Fries Gardner	Vice President, Secretary & Director	October 20, 2004
Lisa Fries Gardner

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this 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 October 20, 2004.

FOSTER WHEELER NORTH AMERICA CORP.
By	/s/ Anthony Scerbo
	Name:  Anthony Scerbo
	Title:  Director, Senior Vice President & Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints and hereby authorizes Raymond J. Milchovich, Brian K. Ferraioli, Steven I. Weinstein, Thierry Desmaris, John T. La Duc and Lisa Fries Gardner, severally, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and with the Registrar of Companies appointed under the Companies Act 1981 of Bermuda, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or the substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, and the Companies Act 1981 of Bermuda, this Registration Statement on Form S-4 and Power of Attorney have been signed by the following persons in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Bernard H. Cherry	Director, President & Chief Executive Officer (Principal Executive Officer)	October 20, 2004
Bernard H. Cherry
/s/ Anthony Scerbo	Director, Senior Vice President & Chief Financial Officer (Principal Financial & Accounting Officer)	October 20, 2004
Anthony Scerbo
/s/ Clifton J. Crumm II	Director and Executive Vice President	October 20, 2004
Clifton J. Crumm II
/s/ David J. Parham	Director and Executive Vice President	October 20, 2004
David J. Parham
/s/ Lisa Fries Gardner	Secretary	October 20, 2004
Lisa Fries Gardner

II-46

EXHIBIT INDEX

Exhibit No.	Description
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	Indenture dated as of September 24, 2004 among Foster Wheeler LLC, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the notes.
4.3	Registration Rights Agreement dated as of September 21, 2004 among Foster Wheeler LLC, the guarantors named therein and the purchasers named therein relating to the exchange offer for 10.359% Senior Secured Notes due 2011, Series B.
4.4	Form of Note relating to new notes (included in Exhibit 4.2).
4.5	Registration Rights Agreement dated as of September 24, 2004 by and among Foster Wheeler LLC, the guarantors listed therein and each of the purchasers signatory thereto.
4.6	Security Agreement dated as of September 24, 2004 among Foster Wheeler LLC, the grantors listed therein and Wells Fargo Bank, National Association.
4.7	Intercreditor Agreement dated as of September 24, 2004 among Bank of America, N.A., as Administrative Agent and Collateral Agent, Wells Fargo Bank, N.A., as trustee, Foster Wheeler LLC and its subsidiaries which are parties thereto.
5.1	Opinion of King & Spalding LLP as to the validity of the new notes and the guarantees.
12.1	Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of King & Spalding LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included in the signature pages to this registration statement).
25.1	Statement of eligibility of trustee with regards to new notes indenture.
99.1	Form of Letter of Transmittal for old 10.359% Senior Secured Notes due 2011, Series B.
99.2	Form of Notice of Guaranteed Delivery for old 10.359% Senior Secured Notes due 2011, Series B.
99.3	Form of Instructions to Registered Holders from Beneficial Owner.
99.4	Form of Letter to Registered Holders.

EX-4.2

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Exhibit 4.2

EXECUTION COPY

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 September 24, 2004

10.359%
Senior Secured Notes
Due 2011, Series A

10.359%
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

			Page
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE			1
	Section 1.01.	Definitions	1
	Section 1.02.	Trust Indenture Act Provisions	23
	Section 1.03.	Rules of Construction	23
ARTICLE 2 THE NOTES			24
	Section 2.01.	Form, Dating and Denominations; Legends	24
	Section 2.02.	Execution and Authentication; Exchange Notes	24
	Section 2.03.	Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust	25
	Section 2.04.	Replacement Notes	26
	Section 2.05.	Outstanding Notes	26
	Section 2.06.	Temporary Notes	27
	Section 2.07.	Cancellation	27
	Section 2.08.	CUSIP and CINS Numbers	27
	Section 2.09.	Registration, Transfer and Exchange	27
	Section 2.10.	Restrictions on Transfer and Exchange	30
	Section 2.11.	Temporary Offshore Global Notes	31
ARTICLE 3 REDEMPTION; OFFER TO PURCHASE			32
	Section 3.01.	Optional Redemption	32
	Section 3.02.	Optional Redemption; Make Whole	32
	Section 3.03.	Method and Effect of Redemption	32
	Section 3.04.	Offer to Purchase	33
ARTICLE 4 COVENANTS			34
	Section 4.01.	Payment Of Notes	34
	Section 4.02.	Maintenance of Office or Agency	35
	Section 4.03.	Existence	35
	Section 4.04.	Payment of Taxes and other Claims	35
	Section 4.05.	Limitation on Debt and Disqualified or Preferred Stock	35
	Section 4.06.	Limitation on Restricted Payments	40
	Section 4.07.	Limitation on Liens	43
	Section 4.08.	Limitation on Sale and Leaseback Transactions	43
	Section 4.09.	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	43
	Section 4.10.	Repurchase of Notes upon a Change of Control	44
	Section 4.11.	Limitation on Asset Sales	45
	Section 4.12.	Limitation on Transactions with Affiliates	46
	Section 4.13.	Additional Note Guarantees and Collateral After the Issue Date	47
	Section 4.14.	Designation of Restricted and Unrestricted Subsidiaries	48
	Section 4.15.	Financial Reports	49
	Section 4.16.	Reports to Trustee	50
	Section 4.17.	Impairment of Security Interest; Security Document Covenants	50

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ARTICLE 5 CONSOLIDATION, MERGER OF SALE OF ASSETS			50
	Section 5.01.	Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets	50
	Section 5.02.	Merger by Subsidiary Guarantors	51
ARTICLE 6 DEFAULT AND REMEDIES			52
	Section 6.01.	Events of Default	52
	Section 6.02.	Consequences of an Event of Default	53
	Section 6.03.	Other Remedies	53
	Section 6.04.	Waiver of Past Defaults	54
	Section 6.05.	Control by Majority	54
	Section 6.06.	Limitation on Suits	54
	Section 6.07.	Rights of Holders to Receive Payment	54
	Section 6.08.	Collection Suit by Trustee	54
	Section 6.09.	Trustee May File Proofs of Claim	54
	Section 6.10.	Priorities	55
	Section 6.11.	Restoration of Rights and Remedies	55
	Section 6.12.	Undertaking for Costs	55
	Section 6.13.	Rights and Remedies Cumulative	55
ARTICLE 7 THE TRUSTEE			56
	Section 7.01.	General	56
	Section 7.02.	Certain Rights of Trustee	56
	Section 7.03.	Trustee May Hold Notes	57
	Section 7.04.	Trustee's Disclaimer	57
	Section 7.05.	Notice of Default	58
	Section 7.06.	Reports by Trustee to Holders	58
	Section 7.07.	Compensation and Indemnity	58
	Section 7.08.	Replacement of Trustee	58
	Section 7.09.	Successor Trustee by Merger	59
	Section 7.10.	Eligibility	59
	Section 7.11.	Money Held in Trust	59
	Section 7.12.	Appointment of Co-Trustee	60
ARTICLE 8 DEFEASANCE AND DISCHARGE			61
	Section 8.01.	Discharge of Company's Obligations	61
	Section 8.02.	Legal Defeasance	61
	Section 8.03.	Covenant Defeasance	62
	Section 8.04.	Application of Trust Money	62
	Section 8.05.	Repayment to Company	63
	Section 8.06.	Reinstatement	63
ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS			63
	Section 9.01.	Amendments Without Consent of Holders	63
	Section 9.02.	Amendments With Consent of Holders	64
	Section 9.03.	Effect of Consent	65
	Section 9.04.	Trustee's Rights and Obligations	65
	Section 9.05.	Conformity With Trust Indenture Act	65

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ARTICLE 10 COLLATERAL ARRANGEMENTS			65
	Section 10.01.	Collateral Documents	65
	Section 10.02.	Recordings and Opinions	66
	Section 10.03.	Release of Collateral	66
	Section 10.04.	Permitted Releases Not To Impair Lien; Trust Indenture Act Requirements	67
	Section 10.05.	Suits To Protect the Collateral	67
	Section 10.06.	Purchaser Protected	68
	Section 10.07.	Powers Exercisable by Receiver or Trustee	68
	Section 10.08.	Disposition of Obligations Received	68
	Section 10.09.	Determinations Relating to Collateral	68
	Section 10.10.	Release upon Termination of the Company's Obligations	69
	Section 10.11.	Notes Collateral Agent's Duties	69
	Section 10.12.	Additional Secured Obligations	69
	Section 10.13.	Designation of New Indenture Documents	69
	Section 10.14.	Parallel Debt	69
ARTICLE 11 GUARANTEES			70
	Section 11.01.	The Guarantees	70
	Section 11.02.	Guarantee Unconditional	70
	Section 11.03.	Discharge; Reinstatement	71
	Section 11.04.	Waiver by the Guarantors	71
	Section 11.05.	Subrogation and Contribution	71
	Section 11.06.	Stay of Acceleration	71
	Section 11.07.	Limitation on Amount of Guarantee	71
	Section 11.08.	Execution and Delivery of Guarantee	72
	Section 11.09.	Release of Guarantee	72
	Section 11.10.	No Suspension of Remedies	72
ARTICLE 12 MISCELLANEOUS			72
	Section 12.01.	Trust Indenture Act of 1939	72
	Section 12.02.	Noteholder Communications; Noteholder Actions	72
	Section 12.03.	Notices	73
	Section 12.04.	Certificate and Opinion as to Conditions Precedent	74
	Section 12.05.	Statements Required in Certificate or Opinion	74
	Section 12.06.	Payment Date Other Than a Business Day	74
	Section 12.07.	Governing Law	74
	Section 12.08.	No Adverse Interpretation of Other Agreements	74
	Section 12.09.	Successors	74
	Section 12.10.	Duplicate Originals	74
	Section 12.11.	Separability	74
	Section 12.12.	Table of Contents and Headings	74
	Section 12.13.	No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders	75
	Section 12.14.	Submission to Jurisdiction	75
	Section 12.15.	Appointment of Agent	75
	Section 12.16.	Judgment Currency	75

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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
EXHIBIT M	Form of Parallel Debt Agreement

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        INDENTURE, dated as of September 24, 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 10.359% 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 10.359% 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:

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

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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 September 15, 2006 (such redemption price being set forth in Section 3.01), plus (ii) all required interest payments due on the Note through September 15, 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 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;

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        (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

        (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;

        (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

3

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 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

4

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.

        "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

5

        (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 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, 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 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 Bank, National Association, Corporate Trust, Sixth and Marquette, MAC N9303-120, Minneapolis, MN 55479.

        "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, 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 Section 4.05(b)(1).

        "Debt" means, with respect to any Person, without duplication,

        (1)   all indebtedness of such Person for borrowed money;

7

        (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;

        (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.

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        "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

        (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.

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        "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.

        "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,

        (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

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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

        (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, including the documents incorporated by reference therein, as declared effective with the Commission on August 16, 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.

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        "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 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.

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        "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 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 March 15 and September 15 of each year, commencing March 15, 2005.

        "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 would have a rating equivalent to such minimum ratings were it to seek a rating from such agencies.

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        "Issue Date" means September 24, 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 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.

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        "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.

        "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.

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        "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,

        (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

16

evidences of indebtedness, securities or other property of such Person held by the Company or any Restricted Subsidiary, or for other liabilities or 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, 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

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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;

        (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;

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        (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;

        (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 portion of the original issue discount of such Debt), together with, unless the context otherwise indicates, any premium then payable on such Debt.

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        "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 February 28 or August 31 (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.

        "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

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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

        (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.

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        "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 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 L.P.; 8925 Rehco, Inc.; Adirondack

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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 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;

        (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.

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ARTICLE 2
THE NOTES

        Section 2.01.    Form, Dating and Denominations; Legends(a).    (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 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).    (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.

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        (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:

        (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).    (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

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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. 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).    (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 purchased on that

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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 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).    (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.

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        (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 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

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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 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

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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).    (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.

        (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 Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably

30

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).    (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 amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Note by the amount of such beneficial interest.

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        (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 September 15, 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 September 15 of the years indicated below:

Year	Percentage
2006	107.769%
2007	106.474%
2008	105.180%
2009	102.590%
2010	100.000%

        Section 3.02.    Optional Redemption; Make Whole.    At any time prior to September 15, 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).    (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 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.

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        (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.

        (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).    (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;

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        (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;

        (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).    (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

34

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.

        (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 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).    (a) The Company:

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        (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, exclusive of reimbursement obligations in respect of letters of credit issued under such Credit Facilities, 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 September 15, 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 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

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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

        (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

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        (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) 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;

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        (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 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.

        (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).

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        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

        (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; provided that amounts received by Parent as payment of the applicable exercise price of any warrants or options issued in connection with the proposed exchange offer shall be included), 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

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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:

        (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

41

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 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;

        (15) the proposed exchange offer and the transactions described in the Form S-4; and

        (16) the repurchase, or payments to, or for the account of, any Parent Guarantor for the repurchase, from time to time, of debt securities or trust securities of Foster Wheeler LLC, its subsidiaries or any Parent Guarantor having a purchase price in an amount not to exceed $50,000,000 in the aggregate.

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provided that, in the case of clauses (4), (5), (6), (7), (8)(iii) and (iv), (9), (10), (11), (12), (13) and (16) of this Section 4.06(b), 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 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). 50% of all Restricted Payments made pursuant to clause (16) of Section 4.06(b) will not be included in making the calculations under clause (3) of this Section 4.06.

        (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:

        (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.

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        (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 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).    (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.

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        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 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.

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        (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.

        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;

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        (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;

        (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 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.

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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 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 to 11.359% 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 to 10.359%.

        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:

        (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.

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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

        (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

49

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. 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

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result in the sale, assignment, 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.

        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

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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;

        (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

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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 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.

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        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 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 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

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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 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.

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ARTICLE 7
THE TRUSTEE

        Section 7.01.    General(a).    (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 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.

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        (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, 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

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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 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 September 15, beginning with September 15, 2005, the Trustee will mail to each Holder, as provided in TIA Section 313(c), a brief report dated as of such September 15, 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).    (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 this Indenture, the Notes or 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 this Indenture, the Notes or 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 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.

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        (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).

        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.

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        Section 7.12.    Appointment of Co-Trustee(a).    (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;

        (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.

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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 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.

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        (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

        (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 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

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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;

        (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

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        (9)   to enter into additional or supplemental Collateral Documents.

        Section 9.02.    Amendments With Consent of Holders(a).    (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 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

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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.

        Section 9.03.    Effect of Consent(a).    (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).    (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 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

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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 September 15 in each year beginning with September 15, 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).

        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:

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        (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 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

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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, 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.

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        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.

        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.

        Section 10.14.    Parallel Debt.    (a) Under the laws of the Netherlands, the vesting of a right of pledge for the benefit of the Trustee requires a written agreement and the issuance of Parallel Debt (as defined in the Parallel Debt Agreement, the form of which is attached hereto as Exhibit M (the "Parallel Debt Agreement)). By accepting any Notes hereunder, the Holders agree to the Parallel Debt and the terms of the Parallel Debt Agreement, including the execution thereof by the Trustee on behalf of the holders.

        (b)   Each of the parties to this Indenture agrees that each and every obligation of the Company and the Guarantors under the Notes and the Note Guarantees shall also be owing in full, to the Trustee (and each of its successors under this Indenture), and that accordingly the Trustee will have its own independent right to demand performance by the Company and the Guarantors of those obligations. The Trustee agrees with the Company and the Guarantors that in case of any discharge of any such obligation owing to the Holders by the Company and the Guarantors, it will, to the same extent, not make a claim against the Company and the Guarantors under the aforesaid agreement at any time, provided that any such claims can be made against the Company and the Guarantors if such discharge is made by virtue of any set off, counterclaim or similar defense invoked by the Company and the Guarantors, vis-á-vis the Trustee.

        (c)   Without limiting or affecting the Trustee's rights against the Company and the Guarantors, the Trustee agrees that, except as set out in the next sentence, it will not exercise its rights under the

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aforesaid acknowledgement except with the consent of the Holders. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Trustee's right to act in the protection or preservation of rights under or to enforce the Notes and the Note Guarantees as contemplated by this Indenture and/or the Parallel Debt Agreement (or to do any act reasonably incidental to the foregoing).

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;

        (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;

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        (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, 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

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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:

        (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 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.

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        (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.

        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

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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 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.

        Section 12.16.    Judgment Currency.    The Obligors shall jointly and severally indemnify each Holder against any loss incurred by such Holder as a result of any judgment or order being given or made for any amount due under this Indenture or the Notes and such judgment or order being expressed and paid in a currency (the "Judgment Currency") other than U.S. Dollars and as a result of any variation as between the rate of exchange at which the U.S. Dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and the spot rate of exchange in The City of New York at which such Holders on the date of payment of such judgment or order is able to purchase U.S. Dollars with the amount of the Judgment Currency actually received by such Holder. The foregoing indemnity shall constitute a separate and independent obligation of the Obligors and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.

        For purposes of this Section 12.16, the term "spot rate of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, U.S. Dollars. In addition, "U.S. Dollar" shall refer to the currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

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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:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Vice President and Treasurer

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WELLS FARGO BANK, NATIONAL ASSOCIATION not in its individual capacity but solely as Trustee
By:	/s/  JANE Y. SCHWEIGER Name: Jane Y. Schweiger Title: Vice President

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FOSTER WHEELER LTD. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Vice President and Treasurer
CONTINENTAL FINANCE COMPANY LTD. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Vice President, Treasurer and Director
ENERGY HOLDINGS, INC. as Guarantor
By:	/s/  ANTHONY SCERBO
Name:	Anthony Scerbo
Title:	Vice President, Treasurer and Director
EQUIPMENT CONSULTANTS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FINANCIAL SERVICES, S.À RL as Guarantor
By:	/s/  RAKESH K. JINDAL
Name:	Rakesh K. Jindal
Title:	Manager
FOSTER WHEELER HOLDINGS LTD. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer

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FOSTER WHEELER ASIA LIMITED as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER CAPITAL & FINANCE CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	President and Treasurer
FOSTER WHEELER CONSTRUCTORS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER DEVELOPMENT CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FW ENERGIE B.V. as Guarantor
By:	/s/  ANTHONY SCERBO
Name:	Anthony Scerbo
Title:	Director
FOSTER WHEELER ENERGY CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer

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FOSTER WHEELER ENERGY MANUFACTURING, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER ENERGY SERVICES, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER EUROPE LIMITED as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Director
FOSTER WHEELER ENVIRESPONSE, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER ENVIRONMENTAL CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER FACILITIES MANAGEMENT, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer

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FOSTER WHEELER INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER INTERCONTINENTAL CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER INTERNATIONAL CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER INTERNATIONAL HOLDINGS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER NORTH AMERICA CORP. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER POWER SYSTEMS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer

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FOSTER WHEELER PYROPOWER, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER REAL ESTATE DEVELOPMENT CORP. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	President and Treasurer
FOSTER WHEELER REALTY SERVICES, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer and Director
FOSTER WHEELER USA CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER VIRGIN ISLANDS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER ZACK, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer

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FW HUNGARY LICENSING LIMITED LIABILITY COMPANY as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Managing Director
FW MORTSHAL, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
HFM INTERNATIONAL, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	President, Treasurer and Director
PGI HOLDINGS, INC. as Guarantor
By:	/s/  ANTHONY SCERBO
Name:	Anthony Scerbo
Title:	Vice President, Treasurer and Director
PROCESS CONSULTANTS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
PYROPOWER OPERATING SERVICES COMPANY, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer

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FOSTER WHEELER POWER CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER MIDDLE EAST CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
PERRYVILLE III TRUST as Guarantor
By:	/s/  KALLIOPE E. KATERIS
Name:	Kalliope E. Kateris
Title:	Owner Trustee

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EXHIBIT A

[INSERT DTC LEGEND IF REQUIRED]

[INSERT RESTRICTED LEGEND IF REQUIRED]

[FACE OF NOTE]

FOSTER WHEELER LLC

        10.359% 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 September 15, 2011.

        Interest Rate: 10.359% per annum.

        Interest Payment Dates: March 15 and September 15, commencing March 15, 2005.

        Regular Record Dates: February 28 and August 31.

        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 10.359% 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

        10.359% Senior Secured Note Due 2011, Series A

1.    Principal and Interest.

        The Company promises to pay the principal of this Note on September 15, 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 10.359% 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 March 15 and September 15 immediately preceding the interest payment date) on each interest payment date, commencing March 15, 2005.

        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, from time to time on demand, interest 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 to 11.359% 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 to 10.359% per annum.

2.    Indentures; Note Guarantee.

        This is one of the Notes issued under an Indenture dated as of September 24, 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.

A-4

        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.

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-5

[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-6

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-7

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-8

EXHIBIT B

[INSERT DTC LEGEND IF REQUIRED]

[INSERT RESTRICTED LEGEND IF REQUIRED]

[FACE OF NOTE]

FOSTER WHEELER LLC

10.359% 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 September 15, 2011.

        Interest Rate: 10.359% per annum.

        Interest Payment Dates: March 15 and September 15, commencing September 15, 2005.

        Regular Record Dates: February 28 and August 31.

        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.

        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 10.359% 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

        10.359% Senior Secured Note Due 2011, Series B

1.    Principal and Interest.

        The Company promises to pay the principal of this Note on September 15, 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 10.359% 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 March 15 or September 15 immediately preceding the interest payment date) on each interest payment date, commencing March 15, 2005.

        The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated September 21, 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 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 to 11.359% per annum, commencing on the 91^st day following the Issue Date through and until the date on which all such Note

B-4

Guarantees have been executed and pledges documented in accordance with the Collateral Documents, after which the interest rate shall decrease to 10.359% per annum.

2.    Indentures; Note Guarantee.

        This is one of the Notes issued under an Indenture dated as of September 24, 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 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.

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

B-5

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.
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-8

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-9

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-10

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

10.359%
Senior Secured Notes due
2011, Series A

10.359%
Senior Secured Notes due
2011, Series B

C-1

        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 September 24, 2004 (the "Indenture"), relating to the Company's 10.359% Senior Secured Notes Due 2011, Series A and the Company's 10.359% 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.

C-2

        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:

C-3

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 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

D-1

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.]

E-1

EXHIBIT F

Regulation S Certificate

                                ,         

Wells Fargo Bank, National Association
                       
                       
Attention: Corporate Trust Administration

Re:

Foster Wheeler LLC
10.359% Senior Secured
Notes due 2011, Series B (the "Notes")
Issued under the Indenture (the "Indenture") dated as
as of September 24, 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.]

o    A.    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.

        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.

o    B.    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

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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
10.359% Senior Secured
Notes due 2011, Series B (the "Notes")
Issued under the Indenture (the "Indenture") dated as
as of September 24, 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.]

o    A.    Our proposed purchase of $            principal amount of Notes issued under the Indenture.

o    B.    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.

        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
10.359% Senior Secured
Notes due 2011, Series B (the "Notes")
Issued under the Indenture (the "Indenture") dated as
as of September 24, 2004 relating to the Notes

Ladies and Gentlemen:

        This Certificate relates to:

[CHECK A OR B AS APPLICABLE.]

o    A.    Our proposed purchase of $            principal amount of Notes issued under the Indenture.

o    B.    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.

        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.

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        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.

        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
10.359% Senior Secured
Notes due 2011, Series B (the "Notes")
Issued under the Indenture (the "Indenture") dated as
as of September 24, 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.]

o    A.    We are a non-U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended).

o    B.    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.

        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:

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[FORM II]

Certificate of Beneficial Ownership

To:

Wells Fargo Bank, National Association
                      
                       

Attention: Corporate Trust Administration

Re:

Foster Wheeler LLC
10.359% Senior Secured
Notes due 2011, Series B (the "Notes")
Issued under the Indenture (the "Indenture") dated as
as of September 24, 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 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:

I-2

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 September 24, 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 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;

J-1

        (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 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:

J-2

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.

K-1

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:

K-2

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.

L-1

EXHIBIT M

PARALLEL DEBT AGREEMENT

among

Foster Wheeler LLC

as the Issuer,

and

Wells Fargo Bank, National Association

as the Trustee,

and

Foster Wheeler International Corporation

Foster Wheeler Intercontinental Corporation

FW Energie B.V.

and

Foster Wheeler Inc.

as Guarantors

Dated [            ] 2004
NautaDutilh N.V.
Amsterdam

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THE UNDERSIGNED

1.

Foster Wheeler LLC, a limited liability company formed under the laws of the State of Delaware, United States of America and having its office address at Perryville Corporate Park, Clinton, New Jersey, USA 08809, United States of America;

2.

Wells Fargo Bank, National Association, a national banking association organised under the banking laws of the United States of America, having an office address at Sixth and Marquette, MAC N9303-120, Minneapolis, Minnesota, 55479, United States of America (the "Trustee");

3.

Foster Wheeler International Corporation, a corporation formed under the laws of the state of Delaware, United States of America, having its registered office at Perryville Corporate Park, Clinton NJ 08809, United States of America;

4.

Foster Wheeler Intercontinental Corporation, a corporation formed under the laws of the state of Delaware, United States of America, having its registered office and address at Perryville Corporate Park, Clinton NJ 08809, United States of America

5.

Foster Wheeler Inc., a corporation formed under the laws of the State of Delaware, United States of America and having its office address at Perryville Corporate Park, Clinton, New Jersey, USA 08809, United States of America;

AND

6.

FW ENERGIE B.V., a company incorporated under the laws of the Netherlands, with corporate seat at Amsterdam and its office address at Naritaweg 165 Telestone 8, 1043 BW Amsterdam, the Netherlands.

WHEREAS

(A)

The parties to this Agreement, among other parties, have entered into the Indenture dated as of [            ], 2004 as may be amended, restated, supplemented or otherwise modified from time to time (the "Indenture");

(B)

The parties to this Agreement, among other parties, have entered into the Security Agreement dated as of [            ], 2004 in favor of the Trustee and certain other secured parties, including the Holders of the Notes (each as defined in the Indenture) (the "Secured Parties") (as heretofore amended and as may be further amended, restated, supplemented or otherwise modified from time to time, the "Security Agreement").

(C)

Pursuant to Section 2 of the Security Agreement, the Guarantors and the Company (each as defined in the Security Agreement) have granted to the Trustee for the benefit of the Secured Parties a security interest in the Collateral (as defined in the Security Agreement).

(D)

Under Netherlands law, the vesting of a right of pledge for the benefit of the Trustee for obligations towards other parties than the Trustee, requires separate private and notarial deeds and a Parallel Debt (as defined herein).

(E)

Therefore, the parties hereto wish to create a Parallel Debt, and wish to vest a right of pledge by separate private and notarial deeds.

THEREFORE, the parties hereto agree as follows:

1.    Definitions

For the purpose of this Agreement, including the preceding recitals, capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture

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and the Security Agreement or shall have the respective meanings indicated below (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"NCC":	Netherlands Civil Code
"Parallel Debtor":	the Company and the Guarantors collectively

2.    Parallel Debt

2.1

Each Parallel Debtor hereby agrees and covenants with the Trustee that it shall pay to the Trustee on demand amounts equal to all amounts which may be due at any time and from time to time under the Secured Obligations, if and when such amounts become due and payable (such agreement and covenant of any Parallel Debtor is hereafter referred to as the "Parallel Debt" of such Parallel Debtor).

2.2

If, after foreclosure of all Collateral in which a security right is granted by any Parallel Debtor, the proceeds of the Collateral are not sufficient to satisfy and discharge such Parallel Debtor's Parallel Debt, the remainder of such Parallel Debt shall then cease to exist, it being understood that such cessation shall be without prejudice to any other obligations which such Parallel Debtor may have pursuant to the Indenture, the Security Agreement or any other instrument, agreement or document evidencing or executed or to be executed in connection therewith or with any of the Secured Obligations (the Indenture, the Security Agreement and such other instruments, agreement and documents, collectively, the "Financing Documents") and without prejudice to any other remedies which the Secured Parties may have under any Financing Document.

2.3

Without prejudice to the provisions of the Financing Documents, each of the Parallel Debtors and the Trustee agree and acknowledge that (i) each Parallel Debtor's Parallel Debt consists of obligations and liabilities of such Parallel Debtor to Wells Fargo Bank, National Association, as Trustee hereunder, separate and independent from and without prejudice to the other obligations which such Parallel Debtor has or may have at any time to the Secured Parties (including Wells Fargo Bank, National Association in any other capacity including as trustee under the Financing Documents or otherwise), and (ii) each Parallel Debtor's Parallel Debt represents the Trustee's own claim (vordering op naam) to receive payment of such Parallel Debtor's Parallel Debt, separate and independent from any claims of the Secured Parties (including Wells Fargo Bank, National Association in any other capacity including as trustee under the Financing Documents) on such Parallel Debtor, provided that the total liability of each Parallel Debtor under its Parallel Debt shall be decreased from time to time—conditionally upon the permanent payment referred to below not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application—to the extent that such Parallel Debtor, or any other party on behalf of such Parallel Debtor, shall have permanently paid to the Secured Parties any amounts due under the Indenture or the Security Agreement with respect to its Secured Obligations, and (iii) each Parallel Debtor's Parallel Debt is not a claim of the Trustee which is held jointly with the Secured Parties. Netherlands law governing the joint holding (gemeenschap) of claims is not applicable to the Parallel Debt or the claims of the Secured Parties pursuant to the Secured Obligations. To the extent that Netherlands law governing the joint holding of claims or any of the provisions of Netherlands law governing the joint holding of claims would otherwise apply to the Parallel Debt or to any claims of the Secured Parties in respect of the Secured Obligations, the applicability of such provisions is hereby expressly waived to the extent possible and permitted under laws and regulations applicable hereto.

3.

The Trustee agrees with the Company and the Guarantors that in case of any discharge of any such obligation owing to the Holders by the Company and the Guarantors, it will, to the same extent, not make a claim against the Company and the Guarantors under this Agreement at any time, provided that any such claims can be made against the Company and the Guarantors if such

M-3

discharge is made by virtue of any set off, counterclaim or similar defence invoked by the Company and the Guarantors, vis-á-vis the Trustee.

Without limiting or affecting the Trustee's rights against the Company and the Guarantors, the Trustee agrees that, except as set out in the next sentence, it will not exercise its rights under this Agreement except with the consent of the Holders. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Trustee's right to act in the protection or preservation of rights under or to enforce the Notes and the Note Guarantees as contemplated by this agreement and/or the Indenture (or to do any act reasonably incidental to the foregoing).

4.    Other Provisions

This Agreement is not intended to increase, diminish or otherwise alter the rights and obligations of the Parallel Debtors, the Trustee or any other person under the Financing Documents and shall not in any event entitle the Trustee to exercise foreclosure rights (uitwinningsrechten) and collection rights (inningsbevoegdheid) other than in circumstances where the exercise of any remedy is permitted under the terms of the Financing Documents after the occurrence and during the continuance of an Event of Default as defined therein.

5.    Security Rights

Each of the Guarantors and the Company agrees that it will provide the security interests as referred to in the Security Agreement in order to secure the proper performance and prompt payment in full of its obligations under the Parallel Debt.

6.    No Liability

The Trustee shall not be liable for any shortfall in the proceeds of sale and/or any loss or damage resulting from any sale or disposal of the Collateral, or any interest therein, or arising out of the exercise of or failure to exercise any of its powers under this Agreement or for any other loss of any nature whatsoever in connection with the Collateral.

7.    Set-Off and Waiver of Suspension

The Parallel Debtors' claims, if any, against the Trustee under or in connection with this Agreement and/or any Financing Document may not be set-off against the Parallel Debt. The Parallel Debtors hereby waive (in relation to any breach by the Trustee of any obligation to the Parallel Debtors hereunder) their right of suspension under Articles 6:52 through 6:57 NCC.

8.    Approval of Parallel Debt

By accepting any Notes under the Indenture, the Holders agree to the Parallel Debt and the terms of the Parallel Debt Agreement, including the execution thereof by the Trustee on behalf of the Holders.

9.    Application of Indenture

The provisions of the Indenture relating to the Trustee and application of payments received by the Trustee shall apply mutatis mutandisto any payments received by the Trustee in respect of the Parallel Debt.

10.    Governing Law; Jurisdiction

This Agreement shall in all respects be governed by, and construed in accordance with, Netherlands law. Each Parallel Debtor irrevocably submits to the non-exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands.

M-4

        IN WITNESS WHEREOF the parties hereto have executed this Parallel Debt Agreement on the day and year first above written.

Foster Wheeler LLC
As Company

by: Foster Wheeler LLC
title: [-]
by: [-]
title:[-]

Wells Fargo Bank, National Association
Individually and as Trustee

by: Wells Fargo Bank, National Association
title: [-]
by: [-]
title: [-]

Foster Wheeler International Corporation
As Guarantor

by: Foster Wheeler International Corporation
title: [-]
by: [-]
title: [-]

Foster Wheeler Intercontinental Corporation
As Guarantor

by: Foster Wheeler Intercontinental Corporation
title: [-]
by: [-]
title: z

FW Energie B.V.
As Guarantor

by: FW Energie B.V.
title: [-]
by: [-]
title: [-]

Foster Wheeler Inc.
As Guarantor

M-5

by: Foster Wheeler Inc.
title: [-]
by: [-]
title: [-]

M-6

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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 September 24, 2004 10.359% Senior Secured Notes Due 2011, Series A 10.359% Senior Secured Notes Due 2011, Series B
CROSS-REFERENCE TABLE
RECITALS
RECITALS
THIS INDENTURE WITNESSETH
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
ARTICLE 2 THE NOTES
ARTICLE 3 REDEMPTION; OFFER TO PURCHASE
ARTICLE 4 COVENANTS
ARTICLE 5 CONSOLIDATION, MERGER OF SALE OF ASSETS
ARTICLE 6 DEFAULT AND REMEDIES
ARTICLE 7 THE TRUSTEE
ARTICLE 8 DEFEASANCE AND DISCHARGE
ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS
ARTICLE 10 COLLATERAL ARRANGEMENTS
ARTICLE 11 GUARANTEES
ARTICLE 12 MISCELLANEOUS
SIGNATURES
OPTION OF HOLDER TO ELECT PURCHASE
SCHEDULE OF EXCHANGES OF NOTES
OPTION OF HOLDER TO ELECT PURCHASE
SCHEDULE OF EXCHANGES OF NOTES
RECITALS
AGREEMENT
Regulation S Certificate
Rule 144A Certificate
Institutional Accredited Investor Certificate
[COMPLETE FORM I OR FORM II AS APPLICABLE.] [FORM I] Certificate of Beneficial Ownership
[FORM II] Certificate of Beneficial Ownership
FORM OF SUBORDINATED INTERCOMPANY NOTE
FORM OF UNSUBORDINATED INTERCOMPANY NOTE

EX-4.3

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Exhibit 4.3

[EXECUTION VERSION]

10.359% SENIOR SECURED NOTES DUE 2011, Series B

REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement (this "Agreement") is made and entered into as of September 21, 2004, by and among Foster Wheeler LLC, a Delaware limited liability company (the "Company"), Foster Wheeler Ltd., a company organized under the laws of Bermuda, and Foster Wheeler Holdings Ltd., a corporation organized under the laws of Bermuda (together with Foster Wheeler Ltd., the "Parent Guarantors") and certain subsidiaries of the Company listed on the signature page hereof (collectively, the "Subsidiary Guarantors" and together with the Parent Guarantors, the "Guarantors", and together with the Parent Guarantors and the Company, the "Issuers") and each of the purchasers signatory hereto (the "Purchasers"), who have agreed to purchase the Company's 10.359% Senior Secured Notes due 2011, Series B (the "Series B Notes") pursuant to the Purchase Agreement (as defined below). The Series B Notes will be unconditionally guaranteed on a senior secured basis by the Guarantors (the "Guarantees" and together with the Series B Notes, the "Securities").

        This Agreement is made pursuant to the Purchase Agreement, dated September 21, 2004, (the "Purchase Agreement"), by and among the Issuers and the Purchasers. In order to induce the Purchasers to purchase the Series B Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Purchasers as set forth in Section 7(k) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, to be dated as of September 24, 2004, among the Issuers and Wells Fargo Bank, National Association, as Trustee (the "Indenture").

        The parties hereby agree as follows:

1.Definitions

        As used in this Agreement, the following capitalized terms shall have the following meanings:

        "Act" shall mean the Securities Act of 1933, as amended.

        "Affiliate" shall have the meaning set forth in Rule 144 of the Act.

        "Agreement" shall have the meaning set forth in the preamble hereof.

        "Broker-Dealer" shall mean any broker or dealer registered under the Exchange Act.

        "Business Day" shall mean any day except a Saturday, Sunday, a federal holiday or other day in the City of New York, or in the city of the corporate trust office of the Trustee, on which banks are authorized to close.

        "Certificated Securities" shall mean the Definitive Notes, as defined in the Indenture.

        "Closing Date" shall mean September 24, 2004.

        "Commission" shall mean the Securities and Exchange Commission.

        "Company" shall have the meaning set forth in the preamble hereof.

        "Consummate" shall mean the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Series A Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Series A Notes in the same aggregate principal amount as the aggregate principal amount of Series B Notes tendered by Holders thereof pursuant to the Exchange Offer.

        "Consummation Deadline" shall have the meaning set forth in Section 3(a) hereof.

        "DTC" shall mean The Depository Trust Company, a New York corporation, and its successors.

        "Effectiveness Deadline" shall have the meaning set forth in Sections 3(a) and 4(a) hereof.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

        "Exchange Offer" shall mean the exchange and issuance by the Company of a principal amount of Series A Notes (which shall be registered pursuant to the Exchange 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.

        "Exchange Offer Registration Statement" shall mean the Registration Statement relating to the Exchange Offer, including the related Prospectus.

        "Exempt Resales" shall mean the transactions in which the Purchasers propose to sell the Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Act and to certain non U.S. persons, as such term is defined in Rule 902 under the Act, in offshore transactions in reliance upon Regulation S under the Act.

        "Filing Deadline" shall have the meaning set forth in Sections 3(a) and 4(a) hereof.

        "Guarantors" shall have the meaning set forth in the preamble hereof.

        "Holder" shall have the meaning set forth in Section 2 hereof.

        "indemnified party" shall have the meaning set forth in Section 8(c) hereof.

        "indemnifying party" shall have the meaning set forth in Section 8(c) hereof.

        "Indenture" shall have the meaning set forth in the preamble hereof.

        "Notes" shall mean the Series A Notes and the Series B Notes.

        "Parent Guarantors" shall have the meaning set forth in the preamble hereof.

        "Prospectus" shall mean the prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

        "Purchase Agreement" shall have the meaning set forth in the preamble hereof.

        "Purchasers" shall have the meaning set forth in the preamble hereof.

        "Recommencement Date" shall have the meaning set forth in Section 6(d) hereof.

        "Registration Default" shall have the meaning set forth in Section 5 hereof.

        "Registration Statement" shall mean any registration statement of the Issuers relating to (a) an offering of Series A Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

        "Regulation S" shall mean Regulation S promulgated under the Act.

        "Rule 144" shall mean Rule 144 promulgated under the Act.

        "Securities" shall have the meaning set forth in the preamble hereof.

        "Series A Notes" shall mean the Company's 10.359% Senior Secured Notes due 2011, Series A to be issued pursuant to the Indenture (a) in the Exchange Offer or (b) as contemplated by Section 4 hereof.

        "Series B Notes" shall have the meaning set forth in the preamble hereof.

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        "Shelf Registration Statement" shall have the meaning set forth in Section 4 hereof.

        "Subsidiary Guarantors" shall have the meaning set forth in the preamble hereof.

        "Suspension Notice" shall have the meaning set forth in Section 6(d) hereof.

        "Suspension Period" shall have the meaning set forth in Section 6(d) hereof.

        "TIA" shall mean the Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.

        "Transfer Restricted Securities" shall mean each (a) Series B Note and the related Guarantees, until the earliest to occur of (i) the date on which such Series B Note and the related Guarantees are exchanged in the Exchange Offer for a Series A Note and the related Guarantees which is entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (ii) the date on which such Series B Note has been disposed of in accordance with a Shelf Registration Statement (and the purchasers thereof have been issued Series A Notes and the related Guarantees), or (iii) the date on which such Series B Note is distributed to the public pursuant to Rule 144 under the Act and each (b) Series A Note held by a Broker-Dealer until the date on which such Series A Note is disposed of by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including the delivery of the Prospectus contained therein).

2.Holders

        A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities.

3.Registered Exchange Offer

        (a)   Unless the Exchange Offer shall not be permitted by applicable federal law (after the procedures set forth in Section 6(a)(iii)(A) hereof have been complied with), the Issuers shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 30 days after the Closing Date (such 30th day being the "Filing Deadline"), (ii) use their respective commercially reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 90 days after the Closing Date (such 90th day being the "Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series A Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) commence and Consummate the Exchange Offer as soon as practicable after the Registration Statement has become effective, but in no event later than 120 days after the Closing Date (such 120th day being the "Consummation Deadline"). The Exchange Offer shall be on the appropriate form permitting (x) registration of the Series A Notes to be offered in exchange for the Series B Notes that are Transfer Restricted Securities and (y) resales of Series A Notes by Broker-Dealers that tendered into the Exchange Offer Series B Notes that such Broker-Dealer acquired for its own account as a result of market-making activities or other trading activities (other than Series B Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) hereof.

        (b)   The Issuers shall use their respective commercially reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Issuers shall cause the Exchange Offer to comply with all

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applicable federal and state securities laws. No securities other than the Series A Notes shall be included in the Exchange Offer Registration Statement.

        (c)   The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker Dealer as a result of market-making activities or other trading activities (other than Series B Notes acquired directly from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of Distribution" section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement.

        Because such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a Prospectus meeting the requirements of the Act in connection with its initial sale of any Series A Notes received by such Broker-Dealer in the Exchange Offer, the Issuers shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is available for sales of Series A Notes by Broker-Dealers, the Issuers agree to use their respective commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of one year from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto. The Issuers shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event later than two Business Day after such request, at any time during such period.

4.Shelf Registration

        (a)   Shelf Registration.    If (i) the Exchange Offer is not permitted by applicable law (after the Issuers have complied with the procedures set forth in Section 6(a)(iii)(A) hereof) or (ii) any Holder of Transfer Restricted Securities shall notify the Company within 10 Business Days following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Series A Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series B Notes acquired directly from the Company or any of its Affiliates, then the Issuers shall:

        (x)   cause to be filed, on or prior to 30 days after the earlier of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) of this Section 4 and (ii) the date on which the Company receives the notice specified in clause (a)(ii) of this Section 4, (such earlier date, the "Filing Deadline"), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the "Shelf Registration Statement")), relating to all Transfer Restricted Securities, and

        (y)   shall use their respective commercially reasonable best efforts to cause such Shelf Registration Statement to become effective on or prior to 90 days after the Filing Deadline for the Shelf Registration Statement (such 90th day the "Effectiveness Deadline").

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        If, after the Company has filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) hereof, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) of this Section 4), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) of this Section 4(a); provided, that in such event, the Company shall remain obligated to meet the Effectiveness Deadline set forth in clause (y) of this Section 4(a). To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Issuers shall use their respective commercially reasonable best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least five years (as extended pursuant to Section 6(c)(i) hereof) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

        (b)   Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.    No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 Business Days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to liquidated damages pursuant to Section 5 hereof unless and until such Holder shall have provided all such information. Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

5.Liquidated Damages

        If (a) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, until such Registration Statement is filed, (b) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline, until such Registration Statement is declared effective, (c) the Exchange Offer has not been Consummated on or prior to the Consummation Deadline, until it is Consummated or (d) the aggregate duration of Suspension Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 6(d) hereof (each such event referred to in clauses (a) through (d) of this Section 5, a "Registration Default"), then the Issuers hereby, jointly and severally, agree to pay to each Holder of Transfer Restricted Securities liquidated damages in an amount equal to 0.5% per annum per $1,000 principal amount of Transfer Restricted Securities for up to the first 120-day period immediately following the occurrence of such Registration Default until such Registration Default has been cured. The rate of the liquidated damages shall increase by an additional 0.25% per annum per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 120-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages of 1.00% per annum per $1,000 principal amount of Transfer Restricted Securities. Notwithstanding anything to the contrary set forth herein, (i) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (a) of this Section 5, (ii) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of clause (b) of this Section 5, (iii) upon Consummation of the Exchange Offer, in the case of clause (c) of this Section 5, or (iv) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable,

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the Shelf Registration Statement) to again be declared effective or made usable in the case of clause (d) of this Section 5, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clauses (a), (b), (c) or (d) of this Section 5, as applicable, shall cease.

        All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date (as defined in the Indenture), as more fully set forth in the Indenture and the Notes. Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Issuers to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

6.Registration Procedures

        (a)   Exchange Offer Registration Statement.    In connection with the Exchange Offer, the Issuers shall (i) comply with all applicable provisions of Section 6(c) hereof, (ii) use their respective best efforts to effect such exchange and to permit the resale of Series A Notes by Broker-Dealers that tendered in the Exchange Offer Series B Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Series B Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (iii) comply with all of the following provisions:

        (A)  If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Issuers to Consummate an Exchange Offer for such Transfer Restricted Securities. The Issuers hereby agree to use commercially reasonable best efforts to pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuers hereby agree to take all such other commercially reasonable actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (1) participating in telephonic conferences with the Commission, (2) delivering to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (3) diligently pursuing a resolution (which need not be favorable) by the Commission staff.

        (B)  As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall promptly furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (1) it is not an Affiliate of the Company, (2) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Series A Notes to be issued in the Exchange Offer and (3) it is acquiring the Series A Notes in its ordinary course of business.

        (C)  Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (1) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (a)(iii)(A) of this Section 6, (2) including a representation that none of the Issuers have entered into any arrangement or understanding with any Person to distribute the Series A Notes to be received in the Exchange Offer and that, to the best of the each of the Issuers' information and belief, each Holder

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participating in the Exchange Offer is acquiring the Series A Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series A Notes received in the Exchange Offer and (3) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (a)(iii)(A) of this Section 6, if applicable.

        (b)   Shelf Registration Statement.    In connection with the Shelf Registration Statement, the Issuers shall:

        (i)    comply with all the provisions of Section 6(c) hereof and use their respective commercially reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Issuers shall prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof, and

        (ii)   issue, upon the request of any Holder or purchaser of Series B Notes covered by any Shelf Registration Statement contemplated by this Agreement, Series A Notes (and related Guarantees) having an aggregate principal amount equal to the aggregate principal amount of Series B Notes sold pursuant to the Shelf Registration Statement and having the benefit of the Guarantees and surrendered to the Company for cancellation; the Company shall register Series A Notes (and related Guarantees) on the Shelf Registration Statement for this purpose and issue the Series A Notes (and related Guarantees) to the purchaser(s) of securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate.

        (c)   General Provisions.    In connection with any Registration Statement and any related Prospectus required by this Agreement, the Issuers shall:

        (i)    use their respective commercially reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Sections 3 or 4 of this Agreement, as applicable. Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Issuers shall file promptly an appropriate amendment to such Registration Statement curing such defect, and, if Commission review is required, use their respective commercially reasonable best efforts to cause such amendment to be declared effective as soon as practicable;

        (ii)   prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

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        (iii)  advise each Holder promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Issuers shall use their respective commercially reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

        (iv)  subject to Section 6(c)(i) hereof, if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

        (v)   furnish to each Holder in connection with such exchange or sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents shall be subject to the reasonable review and comment of such Holders in connection with such sale, if any, for a period of at least five Business Days, and the Company shall not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which such Holders shall reasonably object within five Business Days after the receipt thereof. A Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Act;

        (vi)  promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Purchasers and each Holder in connection with such exchange or sale, if any, make the Issuers' representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request;

        (vii) make available, at reasonable times, for inspection by each Holder and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Issuers (other than portions of agreements and other documents that we are

8

granted confidential treatment by the Commission) and cause the each of the Issuers' officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness;

        (viii) if requested by any Holders in connection with such exchange or sale, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;

        (ix)  furnish to each Holder in connection with such exchange or sale without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits, including exhibits incorporated therein by reference (other than portions of agreements and other documents that we are granted confidential treatment by the Commission);

        (x)   deliver to each Holder without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Issuers hereby consent to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

        (xi)  upon the request of any Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any applicable Registration Statement contemplated by this Agreement as may be reasonably requested by any Holder in connection with any sale or resale pursuant to any applicable Registration Statement. In such connection, the Issuers shall:

        (A)  upon request of any Holder, furnish (or in the case of paragraphs (2) and (3) of this Section 6(c)(xi)(A), use its commercially reasonable best efforts to cause to be furnished) to each Holder, upon Consummation of the Exchange Offer or upon the effectiveness of the Shelf Registration Statement, as the case may be:

        (1)   a certificate, dated such date, signed on behalf of the each of the Issuers by (x) any authorized officer, director or manager, as appropriate, of such Issuer and (y) a principal financial or accounting officer of such Issuer, confirming, as of the date thereof, the matters set forth in Sections 7(e) and (h) of the Purchase Agreement and such other similar matters as such Holders may reasonably request;

        (2)   an opinion, dated the date of effectiveness of the Shelf Registration Statement, of counsel for each of the Issuers regarding such matters as are typically covered in opinions for underwritten offerings, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Issuers, representatives of the independent public accountants for the Issuers and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing (relying as to materiality to the extent such counsel deems appropriate upon the statements of officers and other representatives of the Issuers and without independent check or verification), no facts came to such counsel's attention that caused such counsel to believe that the applicable Registration Statement, at the time such

9

Registration Statement or any post-effective amendment thereto became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial and statistical data included or incorporated by reference in, and all documents, financial statements and schedules filed under the Exchange Act and incorporated by reference in, any Registration Statement contemplated by this Agreement or the related Prospectus; and

        (3)   a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Issuers' independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings; and

        (B)  deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the matters covered in clause (A) of this Section 6(c)(xi) and with any customary conditions contained in the any agreement entered into by the Issuers pursuant to clause (xi) of this Section 6(c);

        (xii) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that none of the Issuers shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;

        (xiii) in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, (A) cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends and (B) register such Transfer Restricted Securities in such denominations and such names as the selling Holders may request at least two Business Days prior to such sale of Transfer Restricted Securities;

        (xiv) use their respective commercially reasonable best efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (xii) of this Section 6(c);

        (xv) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with DTC;

        (xvi) otherwise use their respective commercially reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security

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holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act);

        (xvii) to the extent not already qualified, cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement and, in connection therewith, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its commercially reasonable best efforts to cause the Trustee to execute all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner;

        (xviii) provide promptly to each Holder, upon request, each document filed with the Commission pursuant to the requirements of Section 13 or 15(d) of the Exchange Act; and

        (xix) in connection with such exchange or sale by a Holder, issue Series A Notes having an aggregate principal amount equal to the aggregate principal amount of Series B Notes so exchanged or sold, as the case may be, in the form of a Certificated Note (as defined in the Indenture) in the names and denominations as such Holder shall designate or in the form of a beneficial interest in a Global Note (as defined in the Indenture) registered in the name of DTC or its nominee and eligible for deposit and "book entry" transfer with DTC, in each case, as directed by such Holder.

        (d)   Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) hereof or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "Suspension Notice"), such Holder shall forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the "Recommencement Date"). Each Holder receiving a Suspension Notice hereby agrees that it shall either (A) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (B) deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice. The period during which the availability of the applicable Registration Statement is suspended (the "Suspension Period") shall, without the Issuers incurring any obligation to pay liquidated damages pursuant to Section 5, not exceed 45 days, and there shall not occur more than two such Suspension Periods in any consecutive 12-month period.

7.    Registration Expenses

        (a)   All expenses incident to the Issuers' performance of or compliance with this Agreement shall be borne by the Issuers, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Series A Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers and the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Series A Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of

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independent certified public accountants of the Issuers (including the expenses of any special audit and comfort letters required by or incident to such performance).

        (b)   In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuers shall reimburse the Purchasers and the Holders of Transfer Restricted Securities who are tendering Series B Notes into in the Exchange Offer and/or selling or reselling Series B Notes or Series A Notes pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Milbank, Tweed, Hadley & McCloy LLP, unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

8.    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 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 8(c) below) any such settlement is effected with the prior written consent of the Issuers, such consent not to be unreasonably withheld or delayed; and

        (iii)  subject to Section 8(c) below, against any reasonable expenses (including the reasonable fees and disbursements of counsel), 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 Notes occurring during a period in which the availability of the Registration Statement and any Prospectus is suspended, after the Holder received notice thereof, 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 amended or supplemented, and such Prospectus, as amended or supplemented, is required to be delivered and

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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 Notes 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 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 8(a) or 8(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 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 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 8 (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,

13

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 8 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 8 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 8. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8 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 8, no Holder shall be required to indemnify or contribute, in the aggregate, any amount in excess of the amount by which the total received by such Holder with respect to the sale of Transfer Restricted Securities exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

        (h)   No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

        (i)    For purposes of this Section 8, each person, if any, who controls any Holder within the meaning of Section 15 of the 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 Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Issuers.

9.    Rule 144A and Rule 144

        The Issuers agree with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which an Issuer (a) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (b) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

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10.    Miscellaneous

        (a)   Remedies. The Issuers acknowledge and agree that any failure by any of the Issuers to comply with their respective obligations under Sections 3 and 4 hereof may result in material irreparable injury to the Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Issuers' obligations under Sections 3 and 4 hereof. The Issuers further agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

        (b)    No Inconsistent Agreements.    The Issuers shall not, on or after the date of this Agreement, enter into any agreement with respect to their respective securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Issuers have not previously entered into any agreement that remains in effect on the date hereof granting any registration rights with respect to its respective securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuers' securities under any agreement in effect on the date hereof.

        (c)    Amendments and Waivers.    The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(c)(i), the Company has obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer.

        (d)    Third Party Beneficiary.    The Holders shall be third party beneficiaries to the agreements made hereunder between the Issuers, on the one hand, and the Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

        (e)    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

        (i)    if to a Holder, at the address set forth on the records of the Registrar under the Indenture, 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

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        (ii)   if to the Issuers:

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

        Notices mailed or transmitted in accordance with the foregoing shall be deemed to have been given upon receipt.

        Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

        Upon the date of filing of the Exchange Offer or a Shelf Registration Statement, as the case may be, notice shall be delivered to the Purchasers in the form attached hereto as Exhibit A.

        (f)    Successors and Assigns.    This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof.

        (g)    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 an original and all of which taken together shall constitute one and the same agreement.

        (h)    Headings.    The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

        (i)    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

        (j)    Severability.    In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

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        (k)    Entire Agreement.    This Agreement is intended by the parties as a final expression of their agreement and 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. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

        (l)    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 Purchaser, as such Purchaser 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 10(e) or at such other address of which each Purchaser shall have been notified pursuant thereto, or in any other manner permitted by applicable law. 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.

        (l)    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.

(Signature Pages Follow)

17

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

FOSTER WHEELER LTD. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Vice President and Treasurer
FOSTER WHEELER LLC. as Issuer
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Vice President and Treasurer
CONTINENTAL FINANCE COMPANY LTD. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Vice President, Treasurer and Director
ENERGY HOLDINGS, INC. as Guarantor
By:	/s/  ANTHONY SCERBO Name:  Anthony Scerbo Title:    Vice President, Treasurer and Director
EQUIPMENT CONSULTANTS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FINANCIAL SERVICES, S.À R.L. as Guarantor
By:	/s/  RAKESH K. JINDAL Name:  Rakesh K. Jindal Title:    Manager

18

FOSTER WHEELER HOLDINGS LTD. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER ASIA LIMITED as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER CAPITAL & FINANCE CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    President and Treasurer
FOSTER WHEELER CONSTRUCTORS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER DEVELOPMENT CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FW ENERGIE B.V. as Guarantor
By:	/s/  ANTHONY SCERBO Name:  Anthony Scerbo Title:    Director

19

FOSTER WHEELER ENERGY CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER ENERGY MANUFACTURING, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER ENERGY SERVICES, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER EUROPE LIMITED as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Director
FOSTER WHEELER ENVIRESPONSE, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER ENVIRONMENTAL CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer

20

FOSTER WHEELER FACILITIES MANAGEMENT, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER INTERCONTINENTAL CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER INTERNATIONAL CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER INTERNATIONAL HOLDINGS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer

21

FOSTER WHEELER NORTH AMERICA CORP. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER POWER SYSTEMS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER PYROPOWER, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER REAL ESTATE DEVELOPMENT CORP. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    President and Treasurer
FOSTER WHEELER REALTY SERVICES, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer and Director
FOSTER WHEELER USA CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer

22

FOSTER WHEELER VIRGIN ISLANDS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER ZACK, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FW HUNGARY LICENSING LIMITED LIABILITY COMPANY as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Managing Director
FW MORTSHAL, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
HFM INTERNATIONAL, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    President, Treasurer and Director
PGI HOLDINGS, INC. as Guarantor
By:	/s/  ANTHONY SCERBO Name:  Anthony Scerbo Title:    Vice President, Treasurer and Director

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PROCESS CONSULTANTS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
PYROPOWER OPERATING SERVICES COMPANY, INC. as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER POWER CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER MIDDLE EAST CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
PERRYVILLE III TRUST as Guarantor
By:	/s/  KALLIOPE E. KATERIS Name:  Kalliope E. Kateris Title:    Owner Trustee

24

Confirmed and accepted as of the date first above written:
Purchaser:
Highbridge Capital Corporation
By:	Highbridge Capital Management, LLC
By:	/s/  ANDREW MARTIN
Name:	Andrew Martin
Title:	Portfolio Manager

25

Confirmed and accepted as of the date first above written:
Purchaser:
Wells Fargo Bank, N.A.
By:	/s/  PETA SWIDLER
Name:	Peta Swidler
Title:	Senior Vice President

26

Confirmed and accepted as of the date first above written:
Purchaser:
Sutter Advisors
By:	/s/  PETA SWIDLER
Name:	Peta Swidler
Title:	Senior Vice President

27

Confirmed and accepted as of the date first above written:
Purchaser:
Merrill Lynch Global Allocation Fund, Inc.
By:	/s/  DAN C.V. CHAMBY
Name:	Dan C.V. Chamby
Title:	Associate Portfolio Manager

28

Confirmed and accepted as of the date first above written:
Purchaser:
Merrill Lynch International Investment Fund —MLIIF Global Allocation Fund
By:	/s/  DAN C.V. CHAMBY
Name:	Dan C.V. Chamby
Title:	Associate Portfolio Manager

29

Confirmed and accepted as of the date first above written:
Purchaser:
Merrill Lynch Variable Series Fund, Inc.— Merrill Lynch Global Allocation V.I. Fund
By:	/s/  DAN C.V. CHAMBY
Name:	Dan C.V. Chamby
Title:	Associate Portfolio Manager

30

Confirmed and accepted as of the date first above written:
Purchaser:
Merrill Lynch Series Funds, Inc.—Global Allocation Strategy Portfolio
By:	/s/  DAN C.V. CHAMBY
Name:	Dan C.V. Chamby
Title:	Associate Portfolio Manager

31

Confirmed and accepted as of the date first above written:
Purchaser:
Special Value Bond Fund II, LLC
By:	SVIM/MSM II, LLC
Its:	Managing Member
By:	Tennenbaum & Co., LLC
Its:	Managing Member
By:	/s/  HOWARD M. LEVKOWITZ
Name:	Howard M. Levkowitz
Title:	Managing Partner

32

Confirmed and accepted as of the date first above written:
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/  HOWARD M. LEVKOWITZ
Name:	Howard M. Levkowitz
Title:	Managing Partner

33

Confirmed and accepted as of the date first above written:
Purchaser:
Tribecca Global Convertible Investments Ltd. (formerly Tribeca Investments Ltd.)
By:	/s/  TANYA S. BEDER
Name:	Tanya S. Beder
Title:	Authorized Signatory
By:	/s/  STEVEN J. OIAN
Name:	Steven J. Oian
Title:	Authorized Signatory

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EXHIBIT A

NOTICE OF FILING OF
EXCHANGE OFFER REGISTRATION STATEMENT

        To:    [                        ]

From:    Foster Wheeler Ltd.
              10.359% Senior Secured Notes due 2011, Series A

Date:                            , 2004

        For your information only (NO ACTION REQUIRED):

        Today,                        , 2004, we filed [an Exchange Offer Registration Statement] [a Shelf Registration Statement] with the Securities and Exchange Commission. We currently expect this registration statement to be declared effective within            business days of the date hereof.

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10.359% SENIOR SECURED NOTES DUE 2011, Series B REGISTRATION RIGHTS AGREEMENT

EX-4.5

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Exhhibit 4.5

[EXECUTION VERSION]

COMMON STOCK, PREFERRED STOCK, WARRANTS AND SENIOR SECURED NOTES

REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of September 24, 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 Warrants (as defined below), 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 6³/4% 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 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.

        "Broker-Dealer" means any broker or dealer registered under the Exchange Act.

        "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.

        "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 (No. 333-107054) of the Issuers and certain of their subsidiaries, as declared effective by the Commission on June 9, 2004, as amended by Post Effective Amendment No. 5 and combined with Registration Statement on Form S-4 (No. 333-117244), as declared effective by the Commission on August 16, 2004, including the documents incorporated by reference therein 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.

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        "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 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 Form 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 prospectuses 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, Preferred Stock or Warrants or securities of the same class as the Common Stock, Preferred Stock or Warrants 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, Warrants or Senior Securities as to which any Liquidated Damages Amount has accrued, the Holder in whose name such Common Stock, Preferred Stock, Warrants 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, the Warrants (including any security issued with respect to the Common Stock, the Preferred Stock or the Warrants 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, Warrants or the Senior Securities have been or may be converted or exchanged, provided, that, no Common Stock, Preferred Stock or Warrants purchased by the Holders (including Broker-Dealers) after the date of the Exchange shall be included as Registrable Securities, until, in the case of any such security, other than any security held by a Broker-Dealer (which, for the avoidance of doubt, shall be Registrable Securities irrespective of clauses (b), (d) and (e) below), 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

3

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, Warrants, 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 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 10.359% 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 10.359% 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 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 September 21, 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.

4

        "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, (iii) the number of Warrants registered to such Record Holder and (iv) 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.

        "Warrants" shall have the meaning assigned to such term in the Warrant Agreement.

        "Warrant Agreement" means the warrant agreement dated September 24, 2004 between Foster Wheeler Ltd. and Mellon Investor Services LLC, as Warrant Agent.

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 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.

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        (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 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

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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, Preferred Stock and Warrants 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, Preferred Stock and Warrants 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.

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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 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

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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.

        (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 (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

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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 (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

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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.

        (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.

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        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.

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 (other than a Broker-Dealer) 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)),

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(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 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 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.

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        (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 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.

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        (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.

        (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.

15

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 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.

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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:

(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.

17

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).

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

18

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]

19

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

FOSTER WHEELER LLC
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Vice President and Treasurer
FOSTER WHEELER LTD. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Vice President and Treasurer
CONTINENTAL FINANCE COMPANY LTD. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Vice President, Treasurer and Director
ENERGY HOLDINGS, INC. as Guarantor
By:	/s/  ANTHONY SCERBO
Name:	Anthony Scerbo
Title:	Vice President, Treasurer and Director
EQUIPMENT CONSULTANTS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FINANCIAL SERVICES, S.À R.L. as Guarantor
By:	/s/  RAKESH K. JINDAL
Name:	Rakesh K. Jindal
Title:	Manager

20

FOSTER WHEELER HOLDINGS LTD. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER ASIA LIMITED as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER CAPITAL & FINANCE CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	President and Treasurer
FOSTER WHEELER CONSTRUCTORS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER DEVELOPMENT CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FW ENERGIE B.V. as Guarantor
By:	/s/  ANTHONY SCERBO
Name:	Anthony Scerbo
Title:	Director

21

FOSTER WHEELER ENERGY CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER ENERGY MANUFACTURING, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER ENERGY SERVICES, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER EUROPE LIMITED as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Directort
FOSTER WHEELER ENVIRESPONSE, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER ENVIRONMENTAL CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer

22

FOSTER WHEELER FACILITIES MANAGEMENT, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER INTERCONTINENTAL CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER INTERNATIONAL CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER INTERNATIONAL HOLDINGS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER NORTH AMERICA CORP. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer

23

FOSTER WHEELER POWER SYSTEMS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER PYROPOWER, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER REAL ESTATE DEVELOPMENT CORP. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	President and Treasurer
FOSTER WHEELER REALTY SERVICES, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer and Director
FOSTER WHEELER USA CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER VIRGIN ISLANDS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer

24

FOSTER WHEELER ZACK, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FW HUNGARY LICENSING LIMITED LIABILITY COMPANY as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Managing Director
FW MORTSHAL, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
HFM INTERNATIONAL, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	President, Treasurer and Director
PGI HOLDINGS, INC. as Guarantor
By:	/s/  ANTHONY SCERBO
Name:	Anthony Scerbo
Title:	Vice President, Treasurer and Director
PROCESS CONSULTANTS, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
PYROPOWER OPERATING SERVICES COMPANY, INC. as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer

25

FOSTER WHEELER POWER CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
FOSTER WHEELER MIDDLE EAST CORPORATION as Guarantor
By:	/s/  THIERRY DESMARIS
Name:	Thierry Desmaris
Title:	Treasurer
PERRYVILLE III TRUST as Guarantor
By:	/s/  KALLIOPE E. KATERIS
Name:	Kalliope E. Kateris
Title:	Owner Trustee

26

HOLDER: Merrill Lynch Global Allocation Fund, Inc.
By:	/s/  DAN C.V. CHAMBY
Name:	Dan C.V. Chamby
Title:	Director
Address: 800 Scudders Mill Road Plainsboro, New Jersey 08536 Tel: (609) 282-3444 Fax: (609) 282-0689

27

HOLDER: Merrill Lynch Series Funds, Inc.—Global Allocation Strategy Portfolio
By:	/s/  DAN C.V. CHAMBY
Name:	Dan C.V. Chamby
Title:	Director
Address: 800 Scudders Mill Road Plainsboro, New Jersey 08536 Tel: (609) 282-3444 Fax: (609) 282-0689

28

HOLDER: Tribeca Global Convertible Investments Ltd. (formerly Tribeca Investments Ltd.)
By:	/s/  OLIVER DOBBS
Name:	Oliver Dobbs
Title:	Authorized Signatory
By:	/s/  DANIEL CHOU
Name:	Daniel Chou
Title:	Authorized Signatory
Address: 399 Park Ave. 7th Floor—Zone 1 New York, NY 10028 Tel: (212) 559-8016 Fax: (212) 793-2582

29

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
Tel: (212) 287-4735
Fax: (212) 755-4250

30

HOLDER:
Aristeia Trading, L.L.C.
By	/s/  ROBERT H. LYNCH, JR.
Name:	Robert H. Lynch, Jr.
Title:	Managing Member
Address:
381 Fifth Avenue, 6th Floor New York, NY 10016
Tel: (212) 842-8902
Fax: (212) 842-8901

31

HOLDER:
Aristeia International Ltd.
By	/s/  ROBERT H. LYNCH, JR.
Name:	Robert H. Lynch, Jr.
Title:	Managing Member
Address:
c/o Aristeia Capital, L.L.C. 381 Fifth Avenue, 6th Floor New York, NY 10016
Tel: (212) 842-8902
Fax: (212) 842-8901

32

HOLDER:
Citigroup Global Markets Inc.
By	/s/  DOUGLAS D. VISSICCHIO
Name:	Douglas D. Vissicchio
Title:	Managing Member
Address:
390 Greenwich St., 2nd Floor New York, NY 10013
Tel: (212) 723-7087
Fax: (212) 723-8952

33

HOLDER:
LC Capital Master Fund, Ltd.
By	/s/  STEVEN G. LAMPE
Name:	Steven G. Lampe
Title:	Managing Member
Address:
680 Fifth Avenue Suite 1202 New York, NY 10019
Tel: (212) 581-9411
Fax: (212) 581-8999

34

HOLDER:
Institutional Benchmarking Master Fund, LTD
By	/s/  STEVEN G. LAMPE
Name:	Steven G. Lampe
Title:	Managing Member
Address:
c/o Lampe, Conway & Co. LLC 680 Fifth Avenue New York, NY 10019
Tel: (212) 581-9411
Fax: (212) 581-8999

35

SCHEDULE A

Merrill Lynch Global Allocation Fund, Inc.

Merrill Lynch International Investment Fund—MLIIF Global Allocation Fund

Merrill Lynch Variable Series Fund, Inc.—Merrill Lynch Global Allocation V.I. Fund

Merrill Lynch Series Funds, Inc.—Global Allocation Strategy Portfolio

Tribeca Global Convertible Investments Ltd.

Highbridge Capital Corporation

Aristeia Trading, L.L.C.

Aristeia International, Ltd.

Citigroup Global Markets Inc.

LC Capital Master Fund, Ltd.

Institutional Benchmarking Master Fund, LTD

36

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COMMON STOCK, PREFERRED STOCK, WARRANTS AND SENIOR SECURED NOTES REGISTRATION RIGHTS AGREEMENT

EX-4.6

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Exhibit 4.6

Execution Copy

SECURITY AGREEMENT

Dated as of September 24, 2004

from

The Grantors referred to herein

as Grantors

to

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

TABLE OF CONTENTS

		PAGE
SECTION 1.	Definitions	1
SECTION 2.	Grant of Security	4
SECTION 3.	Security for Obligations	8
SECTION 4.	Grantors Remain Liable	8
SECTION 5.	Delivery and Control of Security Collateral	9
SECTION 6.	Maintaining the Account Collateral	10
SECTION 7.	Intentionally Left Blank	10
SECTION 8.	Maintaining Letter of Credit Rights and Giving Notice of Commercial Tort Claims	10
SECTION 9.	Representations and Warranties	10
SECTION 10.	Further Assurances	12
SECTION 11.	Post-Closing Changes; Collections on Assigned Agreements, Receivables and Related Contracts	13
SECTION 12.	As to Intellectual Property Collateral	14
SECTION 13.	Voting Rights; Dividends; Etc.	14
SECTION 14.	As to Letter-of-Credit Rights	15
SECTION 15.	Insurance Receivables	16
SECTION 16.	Transfers and Other Liens	16
SECTION 17.	Trustee Appointed Attorney-in-Fact	16
SECTION 18.	Trustee May Perform	16
SECTION 19.	Trustee Duties	17
SECTION 20.	Remedies	17
SECTION 21.	Indemnity and Expenses	19
SECTION 22.	Intentionally Left Blank	20
SECTION 23.	Amendments; Waivers; Trustee Actions; Additional Grantors; Etc.	20
SECTION 24.	Notices; Etc	20
SECTION 25.	Continuing Security Interest; Assignments under the Credit Agreement	21
SECTION 26.	Release; Termination	21
SECTION 27.	Security Interest Absolute	21
SECTION 28.	Execution in Counterparts	22
SECTION 29.	The Mortgages	22
SECTION 30.	Governing Law	22
SECTION 31.	Limitation of Liability	22

(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
Schedule VIII	—	Pledged Assets of Certain Grantors
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 September 24, 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 WELLS FARGO BANK, NATIONAL ASSOCIATION, 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 2001, 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:

        "Foreign Subsidiary" means any Subsidiary of the Company created or organized under the laws of a jurisdiction outside the United States of America.

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        "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.

        "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, 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 or any of the other New Indenture Documents, 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. 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 any Person obligated as an account debtor on an Assigned Agreement, Receivable or Related Contract.

        "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.

        "Property Insurance Policy" shall mean any insurance policy maintained by the Company or any of its Subsidiaries covering losses with respect to tangible real or personal property or improvements, but excluding coverage for losses from business interruption.

        "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 Foster Wheeler Holdings Ltd., Foster Wheeler LLC, Foster Wheeler International Holdings Inc., Foster Wheeler International Corporation, Foster Wheeler Europe Limited, FW Netherlands C.V., Financial Services S.a.r.l. and FW Hungary Licensing Limited Liability Company.

        "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.

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        (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)
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
Other Deposit Accounts	2(a)(vi)(A)(3)
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
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

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        SECTION 2.    Grant of Security.

        (a)    The Grant.    Subject to subsections (b) and (c) 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 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;

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        (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 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 ("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

5

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

        (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");

6

        (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 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

7

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;

        (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).

        (c)    Limitations on Grant of Certain Grantors.    Notwithstanding anything to the contrary contained herein, the term "Collateral" as used with respect to the grant of security interests hereunder by each of the Grantors listed on Schedule VIII shall be limited to the assets described on such Schedule VIII with respect to each such Grantor.

        SECTION 3.    Security for Obligations.    This Agreement secures, in the case of each Grantor, the payment of the Note 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

8

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 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.

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        (e)    Certain Exclusions.    Notwithstanding anything to the contrary set forth in this Agreement (including this Section 5), it is understood and agreed that with respect to Security Collateral constituting Pledged Equity of Foreign Subsidiaries, no Grantor shall be required to take any 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 of the Lender Security Agreement 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

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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.

        (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 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 Foster Wheeler Holdings Ltd., 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 (x) 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

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by the UCC, (y) with respect to any Collateral owned by Parent or Foster Wheeler Holdings Ltd., may be required from the Bermuda Monetary Authority 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

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Lender Security Agreement). Without limiting the generality of the foregoing but subject to the proviso 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 Issue 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

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notification and at the expense of such Grantor, to enforce collection of any such Assigned 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.

        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.

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        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 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 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

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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 Collateral 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 Collateral and to the manufacture, distribution, advertising and sale of products and services of such Grantor.

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        (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.

        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,

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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 New Indenture Documents to "Grantor" shall also mean and be a reference to such Additional Grantor, and each reference in this Agreement and the other New Indenture 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 binding on all parties hereto. The Trustee may also require that any such documents and signatures be

20

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 New Indenture 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 Grantors under or in respect of the New Indenture Documents or any other amendment or waiver of or any consent to any departure from any New Indenture Document, including, without limitation, any increase in the Secured Obligations resulting from the extension of additional credit to any Grantor 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 Grantor under or in respect of the New Indenture Documents or any other assets of any Grantor or any of its Subsidiaries;

        (e)   any change, restructuring or termination of the corporate structure or existence of any Grantor or any of its Subsidiaries;

        (f)    any failure of any Secured Party to disclose to any Grantor any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities or prospects of any other Grantor 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 Grantors, 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,

22

undertakings and agreements by The Bank of New York, but are made and intended for the purpose of 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	/s/  LISA FRIES GARDNER Name: Lisa Fries Gardner Title: Secretary	By	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Vice President & Treasurer
		FINANCIAL SERVICES S.Á R.L.
		By:	/s/  RAKESH K. JINDAL Name: Rakesh K. Jindal Title: Manager
		FW HUNGARY LICENSING LIMITED LIABILITY COMPANY
		By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Managing Director
		ENERGY HOLDINGS, M.
		By:	/s/  ANTHONY SCERBO Name: Anthony Scerbo Title: Director, Vice President & Treasurer
		FW ENERGIE B.V.
		By:	/s/  ANTHONY SCERBO Name: Anthony Scerbo Title: Director

[SIGNATURE PAGE TO SECURITY AGREEMENT]

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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:	/s/  KALLIOPE E. KATERIS Name: Kalliope E. Kateris Title: Authorized Officer of Owner Trustee
FOSTER WHEELER CAPITAL & FINANCE CORPORATION
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: President & Treasurer
FOSTER WHEELER ENVIRESPONSE, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FW MORTSHAL, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
CONTINENTAL FINANCE COMPANY LTD.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Vice President & Treasurer
EQUIPMENT CONSULTANTS, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer

[SIGNATURE PAGE TO SECURITY AGREEMENT]

25

FOSTER WHEELER ASIA LIMITED
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER CONSTRUCTORS, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER DEVELOPMENT CORPORATION
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER ENERGY CORPORATION
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER ENERGY MANUFACTURING, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER ENERGY SERVICES, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER ENVIRONMENTAL CORPORATION
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer

[SIGNATURE PAGE TO SECURITY AGREEMENT]

26

FOSTER WHEELER ENVIRONMENTAL SERVICES, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER FACILITIES MANAGEMENT, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER HOLDINGS LTD. (formerly known as Foreign Holdings Ltd.)
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER INC. (formerly known as Foster Wheeler US Holdings, Inc.)
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER INTERCONTINENTAL CORPORATION
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER INTERNATIONAL CORPORATION
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer

[SIGNATURE PAGE TO SECURITY AGREEMENT]

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FOSTER WHEELER INTERNATIONAL HOLDINGS, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER LTD.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Vice President & Treasurer
FOSTER WHEELER MIDDLE EAST CORPORATION
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER NORTH AMERICA CORP. (formerly known as Foster Wheeler Power Group, Inc.)
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER POWER CORPORATION
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER POWER SYSTEMS, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER PYROPOWER, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer

[SIGNATURE PAGE TO SECURITY AGREEMENT]

28

FOSTER WHEELER REAL ESTATE DEVELOPMENT CORP.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: President & Treasurer
FOSTER WHEELER REALTY SERVICES, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER USA CORPORATION
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER VIRGIN ISLANDS, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER WORLD SERVICES CORPORATION
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER ZACK, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer

[SIGNATURE PAGE TO SECURITY AGREEMENT]

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FW MANAGEMENT OPERATIONS LTD.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
HFM INTERNATIONAL, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: President & Treasurer
PERRYVILLE SERVICE COMPANY LTD.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
PGI HOLDINGS, INC.
By:	/s/  ANTHONY SCERBO Name: Anthony Scerbo Title: Vice President & Treasurer
PROCESS CONSULTANTS, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
PYROPOWER OPERATING SERVICES COMPANY, INC.
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Treasurer
FOSTER WHEELER EUROPE LIMITED
By:	/s/  THIERRY DESMARIS Name: Thierry Desmaris Title: Director

[SIGNATURE PAGE TO SECURITY AGREEMENT]

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Executed as a Deed by FOSTER WHEELER EUROPE LIMITED
By:	/s/  I.M. BILL Name: I.M. Bill Title: Director
By:	/s/  G.J. RIMER Name: G.J. Rimer Title: Secretary

[SIGNATURE PAGE TO SECURITY AGREEMENT]

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Exhibit A to the
Security Agreement

FORM OF SECURITY AGREEMENT SUPPLEMENT

[Date of Security Agreement Supplement]

[                                ],
    as Trustee under the New Indenture
    referred to below
[Address]
Attn: [            ]

Foster Wheeler LLC

Ladies and Gentlemen:

        Reference is made to (i) the Indenture dated as of May [    ], 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "New Indenture"), among Foster Wheeler LLC, a Delaware limited liability corporation, certain of its affiliates party thereto and [                ], as Trustee (together with any successor Trustee appointed pursuant to Section [    ] of the New Indenture, the "Trustee"), and (ii) the Security Agreement dated as of May [    ], 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement") made by the Grantors from time to time party thereto in favor of the Trustee for the Secured Parties. Terms defined in the New Indenture or the Security Agreement and not otherwise defined herein are used herein as defined in the New Indenture or the Security Agreement.

        SECTION 1.    Grant of Security.    The undersigned 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, all of its right, title and interest in and to all of the Collateral of the undersigned, whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or arising, including, without limitation, the property and assets of the undersigned set forth on the attached supplemental schedules to the Schedules to the Security Agreement.

        SECTION 2.    Security for Obligations.    The pledge and grant of a security interest in the Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement secures the payment of all Secured Obligations of the undersigned, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

        SECTION 3.    Supplements to Security Agreement Schedules.    The undersigned has attached hereto supplemental Schedules I through VII to Schedules I through VII, respectively, to the Security Agreement, and the undersigned hereby certifies, as of the date first above written, that such supplemental schedules have been prepared by the undersigned in substantially the form of the equivalent Schedules to the Security Agreement and are complete and correct.

        SECTION 4.    Representations and Warranties.    The undersigned hereby makes each representation and warranty set forth in Section 9 of the Security Agreement (as supplemented by the attached supplemental schedules) to the same extent as each other Grantor.

        SECTION 5.    Obligations under the Security Agreement.    The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an "Additional Grantor" or a "Grantor" shall also mean and be a reference to the undersigned.

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        SECTION 6.    Governing Law.    This Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,
[NAME OF ADDITIONAL GRANTOR]
By	Title:
Address for notices:

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Exhibit B to the
Security Agreement

FORM OF ACCOUNT CONTROL AGREEMENT
(Deposit Account/Securities Account)

        ACCOUNT CONTROL AGREEMENT (this "Agreement") dated as of            , 200  , among             , a            (the "Grantor"), [                ], as Trustee (the "Secured Party"), and                , a                 ("                "), as securities intermediary and depository bank (the "Account Holder").

PRELIMINARY STATEMENTS:

        (1)   The Grantor has granted the Secured Party a security interest (the "Security Interest") in the following accounts maintained by the Account Holder for the Grantor (each, an "Account" and collectively, the "Accounts"):

        [Insert account numbers and other identifying information.]

        (2)   Terms defined in Article 8 or 9 of the Uniform Commercial Code in effect in the State of New York ("N.Y. Uniform Commercial Code") are used in this Agreement as such terms are defined in such Article 8 or 9.

        NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto hereby agree as follows:

        SECTION 1.    The Accounts.    The Account Holder represents and warrants to, and agrees with, the Secured Party that:

        (a)   The Account Holder maintains each Account for the Grantor, and all property (including, without limitation, all funds and financial assets) held by the Account Holder for the account of the Grantor are, and will continue to be, credited to an Account in accordance with instructions given by the Grantor (unless otherwise provided herein).

        (b)   To the extent that funds are credited to any Account, such Account is a deposit account; and to the extent that financial assets are credited to any Account, such Account is a securities account. The Account Holder is (i) the bank with which each Account is maintained and (ii) the securities intermediary with respect to financial assets held in any Account. The Grantor is (x) the Account Holder's customer with respect to the Accounts and (y) the entitlement holder with respect to financial assets credited from time to time to any Account.

        (c)   Notwithstanding any other agreement to the contrary, the Account Holder's jurisdiction with respect to each Account for purposes of the N.Y. Uniform Commercial Code is, and will continue to be for so long as the Security Interest shall be in effect, the State of New York.

        (d)   Attached as Exhibit A hereto are statements of the respective Accounts as of the date hereof showing the property credited to each Account.

        (e)   The Account Holder does not know of any claim to or interest in any Account or any property (including, without limitation, funds and financial assets) credited to any Account, except for claims and interests of the parties referred to in this Agreement.

        SECTION 2.    Control by Secured Party.    The Account Holder will comply with (i) all instructions directing disposition of the funds in any and all of the Accounts, (ii) all notifications and entitlement orders that the Account Holder receives directing it to transfer or redeem any financial asset in any and all of the Accounts, and (iii) all other directions concerning any and all of the Accounts, including, without limitation, directions to distribute to the Secured Party proceeds of any such transfer or redemption or interest or dividends on property in any and all of the Accounts (any such instruction, notification or direction referred to in clause (i), (ii) or (iii) above being an "Account Direction"), in

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each case of clauses (i), (ii) and (iii) above originated by the Secured Party without further consent by the Grantor or any other Person.

        SECTION 3.    Grantor's Rights in Accounts.

        (a)   Except as otherwise provided in this Section 3, the Account Holder will comply with Account Directions and other directions concerning each Account originated by the Grantor without further consent by the Secured Party.

        (b)   Until the Account Holder receives a notice from the Secured Party that the Secured Party will exercise exclusive control over any Account (a "Notice of Exclusive Control" with respect to such Account), the Account Holder (i) will comply with the Account Directions and other directions concerning each Account originated by the Grantor and (ii) may distribute to the Grantor all interest and regular cash dividends on property (including, without limitation, funds and financial assets) in such Account.

        (c)   If the Account Holder receives from the Secured Party a Notice of Exclusive Control with respect to any Account, the Account Holder will comply only with Account Directions originated by the Secured Party and will cease:

        (i)    complying with Account Directions or other directions concerning such Account originated by the Grantor and

        (ii)   distributing to the Grantor interest and dividends on property (including, without limitation, funds and financial assets) in such Account.

        SECTION 4.    Priority of Secured Party's Security Interest.

        (a)   The Account Holder (i) subordinates to the Security Interest and in favor of the Secured Party any security interest, lien, or right of recoupment or setoff that the Account Holder may have, now or in the future, against any Account or property (including, without limitation, any funds and financial assets) credited to any Account, and (ii) agrees that it will not exercise any right in respect of any such security interest or lien or any such right of recoupment or setoff until the Security Interest is terminated, except that the Account Holder (A) will retain its prior security interest and lien on property credited to any Account, (B) may exercise any right in respect of such security interest or lien, and (C) may exercise any right of recoupment or setoff against any Account, in the case of clauses (A), (B) and (C) above, to secure or to satisfy, and only to secure or to satisfy, payment (x) for such property, (y) for its customary fees and expenses for the routine maintenance and operation of such Account, and (z) if such Account is a deposit account, for the face amount of any items that have been credited to such Account but are subsequently returned unpaid because of uncollected or insufficient funds.

        (b)   The Account Holder will not enter into any other agreement with any Person relating to Account Directions or other directions with respect to the Account.

        SECTION 5.    Statements, Confirmations, and Notices of Adverse Claims.

        (a)   Upon the request of the Secured Party, the Account Holder will send copies of all statements and confirmations for each Account simultaneously to the Secured Party and the Grantor.

        (b)   When the Account Holder knows of any claim or interest in any Account or any property (including, without limitation, funds and financial assets) credited to any Account other than the claims and interests of the parties referred to in this Agreement, the Account Holder will promptly notify the Secured Party and the Grantor of such claim or interest.

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        SECTION 6.    The Account Holder's Responsibility.

        (a)   Except for permitting a withdrawal, delivery, or payment in violation of Section 3, the Account Holder will not be liable to the Secured Party for complying with Account Directions or other directions concerning any Account from the Grantor that are received by the Account Holder before the Account Holder receives and has a reasonable opportunity to act on a Notice of Exclusive Control.

        (b)   The Account Holder will not be liable to the Grantor or the Secured Party for complying with a Notice of Exclusive Control or with an Account Direction or other direction concerning any Account originated by the Secured Party, even if the Grantor notifies the Account Holder that the Secured Party is not legally entitled to issue the Notice of Exclusive Control or Account Direction or such other direction unless the Account Holder takes the action after it is served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process.

        (c)   This Agreement does not create any obligation of the Account Holder except for those expressly set forth in this Agreement and, in the case of any Account that is a securities account, in Part 5 of Article 8 of the N.Y. Uniform Commercial Code and, in the case of any Account that is a deposit account, in Article 4 of the N.Y. Uniform Commercial Code. In particular, the Account Holder need not investigate whether the Secured Party is entitled under the Secured Party's agreements with the Grantor to give an Account Direction or other direction concerning any Account or a Notice of Exclusive Control. The Account Holder may rely on notices and communications it believes given by the appropriate party.

        SECTION 7.    Indemnity.    The Grantor will indemnify the Account Holder, its officers, directors, employees and agents against claims, liabilities and expenses arising out of this Agreement (including, without limitation, reasonable attorney's fees and disbursements), except to the extent the claims, liabilities or expenses are caused by the Account Holder's gross negligence or willful misconduct as found by a court of competent jurisdiction in a final, nonappealable judgment.

        SECTION 8.    Termination; Survival.

        (a)   The Secured Party may terminate this Agreement by notice to the Account Holder and the Grantor. If the Secured Party notifies the Account Holder that the Security Interest has terminated, this Agreement will immediately terminate.

        (b)   The Account Holder may terminate this Agreement on 30 days' prior notice to the Secured Party and the Grantor, provided that before such termination the Account Holder and the Grantor, unless otherwise agreed to by the Secured Party, shall make arrangements to transfer the property (including, without limitation, all funds and financial assets) credited to each Account to another Account Holder that shall have executed, together with the Grantor, a control agreement in favor of the Secured Party in respect of such property in substantially the form of this Agreement or otherwise in form and substance satisfactory to the Secured Party.

        (c)   Sections 6 and 7 will survive termination of this Agreement.

        SECTION 9.    Governing Law.    This Agreement and, notwithstanding anything to the contrary in any agreement between the Account Holder and the Grantor, each Account will be governed by the law of the State of New York. The Account Holder and the Grantor may not change the law governing any Account without the Secured Party's express prior written agreement.

        SECTION 10.    Entire Agreement.    This Agreement is the entire agreement, and supersedes any prior agreements, and contemporaneous oral agreements, of the parties concerning its subject matter.

        SECTION 11.    Amendments.    No amendment of, or waiver of a right under, this Agreement will be binding unless it is in writing and signed by the party to be charged.

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        SECTION 12.    Financial Assets.    The Account Holder agrees with the Secured Party and the Grantor that, to the fullest extent permitted by applicable law, all property (other than funds) credited from time to time to any Account will be treated as financial assets under Article 8 of the N.Y. Uniform Commercial Code.

        SECTION 13.    Notices.    A notice or other communication to a party under this Agreement will be in writing (except that Account Directions may be given orally), will be sent to the party's address set forth under its name below or to such other address as the party may notify the other parties and will be effective on receipt.

        SECTION 14.    Binding Effect.    This Agreement shall become effective when it shall have been executed by the Grantor, the Secured Party and the Account Holder, and thereafter shall be binding upon and inure to the benefit of the Grantor, the Secured Party and the Account Holder and their respective successors and assigns.

        SECTION 15.    Execution in Counterparts.    This Agreement may be executed in any number of counterparts and by different parties hereto in separate 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.

***

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[NAME OF GRANTOR]
By	Name: Title:
Address:
[                ],     as Trustee
By	Name: Title:
Address:
[NAME OF ACCOUNT HOLDER]
By	Name: Title:
Address:

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EXHIBIT A

[Statements of the various Accounts showing the property credited to each Account]

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Exhibit C to the
Security Agreement

FORM OF CONSENT AND AGREEMENT

        The undersigned (the "Insurer") hereby acknowledges and consents to the grant by [Name of Grantor] (the "Grantor") to [            ] (the "Trustee"), as trustee for the secured parties under the Security Agreement dated as of May [    ], 2004 among the Grantor, the other lien grantors party thereto and the Trustee, of a security interest in the following insurance policies (the "Policies") with the Insurer for which the Grantor is the beneficiary or otherwise entitled to reimbursement or payment:

        [list policy numbers and other identifying information]

        Until the Insurer shall have received written notice from the Trustee that an "Event of Default" under the New Indenture dated as of May [    ], 2004, between Foster Wheeler LLC and certain of its affiliates (as guarantors) and [            ], Trustee, shall have occurred, the Insurer shall pay any proceeds under the Policies to the Grantor.

[NAME OF INSURER]
By:	Name: Title:

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Exhibit D to the
Security Agreement

FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT
(Securities Account)

        CONTROL AGREEMENT dated as of            , 200  among            , a            (the "Grantor"), [            ], as Trustee (the "Secured Party") and            , a            ("            "), as securities intermediary (the "Securities Intermediary").

PRELIMINARY STATEMENTS:

        (1)   The Grantor has granted the Secured Party a security interest (the "Security Interest") in account no.             maintained by the Securities Intermediary for the Grantor (the "Account").

        (2)   Terms defined in Article 8 or 9 of the Uniform Commercial Code in effect in the State of New York ("N.Y. Uniform Commercial Code") are used in this Agreement as such terms are defined in such Article 8 or 9.

        NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained herein, the parties hereto hereby agree as follows:

        SECTION 1.    The Account.    The Securities Intermediary represents and warrants to, and agrees with, the Grantor and the Secured Party that:

        (a)   The Securities Intermediary maintains the Account for the Grantor, and all property held by the Securities Intermediary for the account of the Grantor is, and will continue to be, credited to the Account.

        (b)   The Account is a securities account. The Securities Intermediary is the securities intermediary with respect to the property credited from time to time to the Account. The Grantor is the entitlement holder with respect to the property credited from time to time to the Account.

        (c)   The State of New York is, and will continue to be, the Securities Intermediary's jurisdiction of organization for purposes of Section 8-110(e) of the UCC so long as the Security Interest shall remain in effect.

        (d)   Exhibit A attached hereto is a statement of the property credited to the Account on the date hereof.

        (e)   The Securities Intermediary does not know of any claim to or interest in the Account or any property credited to the Account, except for claims and interests of the parties referred to in this Agreement.

        SECTION 2.    Control by Secured Party.    The Securities Intermediary will comply with all notifications it receives directing it to transfer or redeem any property in the Account (each an "Entitlement Order") or other directions concerning the Account (including, without limitation, directions to distribute to the Secured Party proceeds of any such transfer or redemption or interest or dividends on property in the Account) originated by the Secured Party without further consent by the Grantor or any other person.

        SECTION 3.    Grantor's Rights in Account.

        (a)   Except as otherwise provided in this Section 3, the Securities Intermediary will comply with Entitlement Orders originated by the Grantor without further consent by the Secured Party.

        (b)   Until the Securities Intermediary receives a notice from the Secured Party that the Secured Party will exercise exclusive control over the Account (a "Notice of Exclusive Control"), the Securities

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Intermediary (i) will comply with the Account Directions and other directions concerning each Account originated by the Grantor and (ii) may distribute to the Grantor all interest and regular cash dividends on property in the Account.

        (c)   If the Securities Intermediary receives from the Secured Party a Notice of Exclusive Control, the Securities Intermediary will cease:

        (i)    complying with Entitlement Orders or other directions concerning the Account originated by the Grantor and

        (ii)   distributing to the Grantor interest and dividends on property in the Account.

        SECTION 4.    Priority of Secured Party's Security Interest

        (a)   The Securities Intermediary subordinates in favor of the Secured Party any security interest, lien, or right of setoff it may have, now or in the future, against the Account or property in the Account, except that the Securities Intermediary will retain its prior lien on property in the Account to secure payment for property purchased for the Account and normal commissions and fees for the Account.

        (b)   The Securities Intermediary will not agree with any Person not party to this Agreement that the Securities Intermediary will comply with Entitlement Orders originated by such Person.

        SECTION 5.    Statements, Confirmations, and Notices of Adverse Claims.

        (a)   Upon the request of the Secured Party, the Securities Intermediary will send copies of all statements and confirmations for the Account simultaneously to the Grantor and the Secured Party.

        (b)   When the Securities Intermediary knows of any claim or interest in the Account or any property credited to the Account other than the claims and interests of the parties referred to in this Agreement, the Securities Intermediary will promptly notify the Secured Party and the Grantor of such claim or interest.

        SECTION 6.    The Securities Intermediary's Responsibility.

        (a)   Except for permitting a withdrawal, delivery, or payment in violation of Section 3, the Securities Intermediary will not be liable to the Secured Party for complying with Entitlement Orders or other directions concerning the Account from the Grantor that are received by the Securities Intermediary before the Securities Intermediary receives and has a reasonable opportunity to act on a Notice of Exclusive Control.

        (b)   The Securities Intermediary will not be liable to the Grantor or the Secured Party for complying with a Notice of Exclusive Control or with an Entitlement Order or other direction concerning the Account originated by the Secured Party, even if the Grantor notifies the Securities Intermediary that the Secured Party is not legally entitled to issue the Notice of Exclusive Control or Entitlement Order or such other direction unless the Securities Intermediary takes the action after it is served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process.

        (c)   This Agreement does not create any obligation of the Securities Intermediary except for those expressly set forth in this Agreement and in Part 5 of Article 8 of the N.Y. Uniform Commercial Code. In particular, the Securities Intermediary need not investigate whether the Secured Party is entitled under the Secured Party's agreements with the Grantor or Secured Party to give an Entitlement Order or other direction concerning the Account or a Notice of Exclusive Control. The Securities Intermediary may rely on notices and communications it believes given by the appropriate party.

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        SECTION 7.    Indemnity.    The Grantor will indemnify the Securities Intermediary, its officers, directors, employees and agents against claims, liabilities and expenses arising out of this Agreement (including, without limitation, reasonable attorney's fees and disbursements), except to the extent the claims, liabilities or expenses are caused by the Securities Intermediary's gross negligence or willful misconduct as found by a court of competent jurisdiction in a final, non-appealable judgment.

        SECTION 8.    Termination; Survival.

        (a)   The Secured Party may terminate this Agreement by notice to the Securities Intermediary and the Grantor. If the Secured Party notifies the Securities Intermediary that the Security Interest has terminated, this Agreement will immediately terminate.

        (b)   The Securities Intermediary may terminate this Agreement on 30 days' prior notice to the Secured Party and the Grantor, provided that before such termination the Securities Intermediary and the Grantor shall, unless otherwise agreed to by the Secured Party, make arrangements to transfer the property in the Account to another securities intermediary that shall have executed, together with the Grantor, a control agreement in favor of the Secured Party in respect of such property in substantially the form of this Agreement or otherwise in form and substance satisfactory to the Secured Party.

        (c)   Sections 6 and 7 will survive termination of this Agreement.

        SECTION 9.    Governing Law.    This Agreement and, notwithstanding anything to the contrary in any agreement between the Securities Intermediary and the Grantor, the Account will be governed by the law of the State of New York. The Securities Intermediary and the Grantor may not change the law governing the Account without the Secured Party's express prior written agreement.

        SECTION 10.    Entire Agreement.    This Agreement is the entire agreement, and supersedes any prior agreements, and contemporaneous oral agreements, of the parties concerning its subject matter.

        SECTION 11.    Amendments.    No amendment of, or waiver of a right under, this Agreement will be binding unless it is in writing and signed by the party to be charged.

        SECTION 12.    Financial Assets.    The Securities Intermediary agrees with the Secured Party and the Grantor that, to the fullest extent permitted by applicable law, all property credited from time to time to the Account will be treated as financial assets under Article 8 of the N.Y. Uniform Commercial Code.

        SECTION 13.    Notices.    A notice or other communication to a party under this Agreement will be in writing (except that Entitlement Orders may be given orally), will be sent to the party's address set forth under its name below or to such other address as the party may notify the other parties and will be effective on receipt.

        SECTION 14.    Binding Effect.    This Agreement shall become effective when it shall have been executed by the Grantor, the Secured Party and the Securities Intermediary, and thereafter shall be binding upon and inure to the benefit of the Grantor, the Secured Party and the Securities Intermediary and their respective successors and assigns.

        SECTION 15.    Execution in Counterparts.    This Agreement may be executed in any number of counterparts and by different parties hereto in separate 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.

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[NAME OF GRANTOR]
By	Title:
Address:
[                ],     as Trustee
By	Title:
Address:
[NAME OF SECURITIES INTERMEDIARY]
By	Title:
Address:

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Exhibit E to the
Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

        This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the "IP Security Agreement") dated                , 200  , is made by the Persons listed on the signature pages hereof (collectively, the "Grantors") in favor of [                ], as Trustee (the "Trustee") for the Secured Parties (as defined in the New Indenture referred to below).

        WHEREAS, Foster Wheeler LLC, a Delaware limited liability corporation, and the Guarantors party thereto have entered into the Indenture dated as of May [    ], 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "New Indenture"), with [                ], as Trustee. Terms defined in the New Indenture or the Security Agreement referred to below and not otherwise defined herein are used herein as defined in the New Indenture or the Security Agreement.

        WHEREAS, as a condition precedent to the issuance of the Notes under the New Indenture, each Grantor has executed and delivered that certain Security Agreement dated as of May [    ], 2004 made by the Grantors to the Trustee (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement").

        WHEREAS, under the terms of the Security Agreement, the Grantors have granted a security interest in, among other property, certain intellectual property of the Grantors to the Trustee for the benefit of the Secured Parties, and have agreed as a condition thereof to execute this IP Security Agreement for recording with the U.S. Patent and Trademark Office and the United States Copyright Office.

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

        SECTION 1.    Grant of Security.    Each Grantor hereby grants to the Trustee for the benefit of the Secured Parties a security interest in and to all of such Grantor's right, title and interest in and to the following (the "Collateral"):

        (i)    the United States patents and patent applications set forth in Schedule A hereto together with all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof, and all rights therein provided by international treaties or conventions (the "Patents");

        (ii)   the United States trademark and service mark registrations and applications set forth in Schedule B hereto (the "Trademarks");

        (iii)  the United States copyright registrations and applications set forth in Schedule C hereto (the "Copyrights");

        (iv)  any and all claims for damages for past, present and future infringement, misappropriation or breach with respect to the Patents, Trademarks and Copyrights, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and

        (v)   any and all proceeds of the foregoing.

        SECTION 2.    Security for Obligations.    The grant of a security interest in, the Collateral by each Grantor under this IP Security Agreement secures the payment of all Secured Obligations (as defined in the Security Agreement) of such Grantor now or hereafter existing, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

        SECTION 3.    Recordation.    Each Grantor authorizes and requests that the Register of Copyrights and the Commissioner of Patents and Trademarks record this IP Security Agreement.

        SECTION 4.    Execution in Counterparts.    This IP Security 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.

        SECTION 5.    Grants, Rights and Remedies.    This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Trustee with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

        SECTION 6.    Governing Law.    This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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        IN WITNESS WHEREOF, each Grantor has caused this IP Security 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. [To be completed]
		By:	Name: Title:

48

Exhibit F to the
Security Agreement

FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT

        This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this "IP Security Agreement Supplement") dated             , 200  , is made by the Personlisted on the signature page hereof (the "Grantor") in favor of [                ], as Trustee (the "Trustee") for the Secured Parties (as defined in the New Indenture referred to below).

        WHEREAS, Foster Wheeler LLC, a Delaware limited liability company, and the Guarantors party thereto have entered into an Indenture dated as of May [    ], 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "New Indenture") with [            ], as Trustee. Terms defined in the New Indenture or the Security Agreement referred to below and not otherwise defined herein are used herein as defined in the New Indenture or the Security Agreement.

        WHEREAS, pursuant to the New Indenture, the Grantor and certain other Persons have executed and delivered that certain Security Agreement dated as of May [    ], 2004 made by the Grantor and such other Persons to the Trustee (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Security Agreement") and that certain Intellectual Property Security Agreement dated                , 20    (as amended, amended and restated, supplemented or otherwise modified from time to time, the "IP Security Agreement").

        WHEREAS, under the terms of the Security Agreement, the Grantor has granted a security interest in the Additional Collateral (as defined in Section 1 below) of the Grantor to the Trustee for the benefit of the Secured Parties and has agreed as a condition thereof to execute this IP Security Agreement Supplement for recording with the U.S. Patent and Trademark Office and the United States Copyright Office.

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

        SECTION 1.    Confirmation of Grant of Security.    The Grantor hereby grants to the Trustee for the benefit of the Secured Parties a security interest in and to all of the Grantor's right, title and interest in and to the following (the "Additional Collateral"):

        (i)    The United States patents and patent applications set forth in Schedule A hereto, together with all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof, and all rights therein provided by international treaties or conventions (the "Patents");

        (ii)   The United States trademark and service mark registrations and applications set forth in Schedule B hereto (the "Trademarks");

        (iii)  The United States copyright registrations and applications set forth in Schedule C hereto (the "Copyrights");

        (iv)  any and all claims for damages for past, present and future infringement, misappropriation or breach with respect to the Patents, Trademarks and Copyrights, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and

        (v)   any and all proceeds of the foregoing.

        SECTION 2.    Supplement to Security Agreement.    Schedule III to the Security Agreement is, effective as of the date hereof, hereby supplemented to add to such Schedule the Additional Collateral.

        SECTION 3.    Security for Obligations.    The grant of a security interest in the Additional Collateral by the Grantor under this IP Security Agreement Supplement secures the payment of all Secured Obligations (as defined in the Security Agreement) of the Grantor now or hereafter existing, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

        SECTION 4.    Recordation.    The Grantor authorizes and requests that the Register of Copyrights and the Commissioner of Patents and Trademarks record this IP Security Agreement Supplement.

        SECTION 5.    Grants, Rights and Remedies.    This IP Security Agreement Supplement has been entered into in conjunction with the provisions of the Security Agreement. The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Trustee with respect to the Additional Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

        SECTION 6.    Governing Law.    This IP Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

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        IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

[NAME OF GRANTOR]
By	Name: Title:
Address for Notices:

[ADD ACKNOWLEDGMENT FORM IF NEEDED]

50

Exhibit G to the
Security Agreement

FORM OF PERFECTION CERTIFICATE

        The undersigned is a duly authorized officer of [NAME OF LIEN GRANTOR] (the "Lien Grantor"). With reference to the Security Agreement dated as of May [    ], 2004 among Foster Wheeler LLC, the Grantors party thereto and [            ], as Trustee (terms defined therein being used herein as therein defined), the undersigned certifies to the Trustee and each other Secured Party as follows:

A.

Information Required for Filings under Revised UCC and Searches for Prior Filings Thereunder.

        1.    Jurisdiction of Organization.    The Lien Grantor is a [corporation] organized under the laws of            .

        2.    Name.    The exact corporate name of the Lien Grantor as it appears in its [certificate of incorporation] is as follows:

        3.    Prior Names.

        (a)   Set forth below is each other [corporate] name that the Lien Grantor has had since its organization, together with the date of the relevant change:

        (b)   Except for the corporate restructuring of Foster Wheeler Corporation in May 2001 or else as set forth in Schedule I hereto, the Lien Grantor has not changed its [corporate] structure(1) in any way within the past five years.

(1)

Changes in corporate structure would include mergers and consolidations, as well as any change in the Lien Grantor's form of organization. If any such change has occurred, include in Schedule I the information required by Part A of this certificate as to each constituent party to a merger or consolidation and any other predecessor organization.

        (c)   None of the Lien Grantor's Collateral was acquired from another Person within the past [five years], except:

        (i)    property sold to the Lien Grantor by another Person in the ordinary course of such other Person's business;

        (ii)   property with respect to which the Security Interests are to be perfected by taking possession or control thereof;

        (iii)  property acquired in transactions described in Schedule II hereto; and

        (iv)  other property having an aggregate fair market value not exceeding $            .

        4.    Filing Office.    In order to perfect the Security Interests granted by the Lien Grantor, a duly signed financing statement on Form UCC-l, with the collateral described as set forth on Schedule III hereto, should be on file in the office of the Secretary of State of            .

B.

Additional Information Required for Filings under Old UCC and Searches for Prior Filings Thereunder.

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        1.    Current Locations.

        (a)   The chief executive office of the Lien Grantor is located at the following address:

Mailing Address County State

        The Lien Grantor [does] [does not] have a place of business in another county of the State listed above.

        (b)   The following are all places of business of the Lien Grantor not identified above:

Mailing Address County State

        (c)   The following are all locations not identified above where the Lien Grantor maintains any Inventory:(2)

(2)

In the alternative, if the Lien Grantor certifies that the value of the Inventory is a small amount, then the locations of the Inventory do not need to be listed under clauses (c) and (d).

Mailing Address County State

        (d)   The following are the names and addresses of all Persons (other than the Lien Grantor) that have possession of any of the Lien Grantor's Inventory:(1)

Mailing Address County State

        2.    Prior Locations.

        (a)   Set forth below is the information required by paragraphs (a) and (b) of Part B-1 above with respect to each other location or place of business maintained by the Lien Grantor at any time during the past five years:

        (b)   Set forth below is the information required by paragraphs (c) and (d) of Part B-1 above with respect to each other location or bailee where or with whom any of the Lien Grantor's Inventory has been lodged at any time during the past four months:

        IN WITNESS WHEREOF, I have hereunto set my hand this    day of                , 200  .

Name:
Title:

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Schedule III to
Perfection Certificate

DESCRIPTION OF COLLATERAL

        All assets of the Debtor whether now owned or hereafter acquired and wherever located, and all proceeds thereof, but otherwise subject to the limitations set forth in the Security Agreement, dated as of May [    ], 2004, among the Debtor, certain affiliates thereof and [                ], as Trustee (as in effect from time to time).

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QuickLinks

TABLE OF CONTENTS
SECURITY AGREEMENT
PRELIMINARY STATEMENTS.
FORM OF SECURITY AGREEMENT SUPPLEMENT
FORM OF ACCOUNT CONTROL AGREEMENT (Deposit Account/Securities Account)
EXHIBIT A
FORM OF CONSENT AND AGREEMENT
FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT (Securities Account)
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT
FORM OF PERFECTION CERTIFICATE
DESCRIPTION OF COLLATERAL

EX-4.7

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Exhibit 4.7

        [Execution Copy]

INTERCREDITOR AGREEMENT

        Intercreditor Agreement (this "Agreement") dated as of September 24, 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 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.

        "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.

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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 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

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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.

        "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 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.

4

        "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.

        "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

5

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 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, and securing "Lender Obligations" under and as defined in the Intercreditor Agreement dated as of September 24, 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)."

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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 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.

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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 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

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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 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 Loan Documents (as defined in the Credit Agreement), 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;

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        (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 all reasonable expenses, liabilities and advances incurred or made by the Trustee in connection with the Collateral Documents (as defined in the New Indenture), and any other amounts then due and payable to the Trustee pursuant to Section 7.07 of the New Indenture and, following payment of such amounts to the Trustee, 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.

        (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

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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 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, 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,

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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.

        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.

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        (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 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

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        (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 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.

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        Section 9.04.    Information Concerning Financial Condition of the Company and the Other Obligor Parties.     Each of the Trustee and the Collateral Agent hereby agrees that no such party shall have any duty to advise the other such party of information known to it regarding the financial condition of the Company or any of the other Obligor Parties or any other circumstances bearing upon the risk of nonpayment of the Lender Obligations or the Note Obligations. 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 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

15

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.

        (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.

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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.

        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 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, each parties hereto have executed this Agreement as of the date first above written.

ATTEST:		FOSTER WHEELER LLC
By:	/s/ LISA FRIES GARDNER Name:  Lisa Fries Gardner Title:    Secretary	By:	/s/ THIERRY DESMARIS Name:  Thierry Desmaris Title:    Vice President &Treasurer

FINANCIAL SERVICES S.Á R.L.
By:	/s/  RAKESH K. JINDAL Name:  Rakesh K. Jindal Title:    Manager
FW HUNGARY LICENSING LIMITED LIABILITY COMPANY
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Manager Director
ENERGY HOLDINGS, INC.
By:	/s/  ANTHONY SCERBO Name:  Anthony Scerbo Title:    Director, Vice President & Treasurer
FW ENERGIE B.V.
By:	/s/  ANTHONY SCERBO Name:  Anthony Scerbo Title:    Director

FOSTER WHEELER CAPITAL & FINANCE CORPORATION
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    President & Treasurer
FOSTER WHEELER ENVIRESPONSE, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FW MORTSHAL, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
CONTINENTAL FINANCE COMPANY LTD.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Vice President &Treasurer
EQUIPMENT CONSULTANTS, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER ASIA LIMITED
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer

FOSTER WHEELER CONSTRUCTORS, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER DEVELOPMENT CORPORATION
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER ENERGY CORPORATION
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER ENERGY MANUFACTURING, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER ENERGY SERVICES, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER ENVIRONMENTAL CORPORATION
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer

FOSTER WHEELER FACILITIES MANAGEMENT, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER HOLDINGS LTD. (formerly known as Foreign Holdings Ltd.)
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER INC. (formerly known as Foster Wheeler US Holdings, Inc.)
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER INTERCONTINENTAL CORPORATION
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER INTERNATIONAL CORPORATION
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER INTERNATIONAL HOLDINGS, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer

FOSTER WHEELER LTD.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Vice President & Treasurer
FOSTER WHEELER MIDDLE EAST CORPORATION
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER NORTH AMERICA CORP. (formerly known as Foster Wheeler Power Group, Inc.)
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER POWER CORPORATION
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER POWER SYSTEMS, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER PYROPOWER, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer

FOSTER WHEELER REAL ESTATE DEVELOPMENT CORP.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    President & Treasurer
FOSTER WHEELER REALTY SERVICES, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER USA CORPORATION
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER VIRGIN ISLANDS, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER ZACK, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
HFM INTERNATIONAL, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    President & Treasurer

PGI HOLDINGS, INC.
By:	/s/  ANTHONY SCERBO Name:  Anthony Scerbo Title:    Vice President & Treasurer
PROCESS CONSULTANTS, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
PYROPOWER OPERATING SERVICES COMPANY, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER EUROPE LIMITED
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Director
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:	/s/  KALLIOPE E. KATERIS Name:  Kalliope E. Kateris Title:    Authorized Officer of Owner Trustee

FOSTER WHEELER ENVIRONMENTAL SERVICES, INC.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FOSTER WHEELER WORLD SERVICES CORPORATION
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
FW MANAGEMENT OPERATIONS LTD.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
PERRYVILLE SERVICE COMPANY LTD.
By:	/s/  THIERRY DESMARIS Name:  Thierry Desmaris Title:    Treasurer
BANK OF AMERICA, N.A., as Collateral Agent for and on behalf of the Lender Parties
By:	/s/  F.A. ZAGAR Name:  F.A. Zagar Title:    Managing Director
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:	/s/  JANE Y. SCHWEIGER Name:  Jane Y. Schweiger Title:    Vice President
Address for Notices:     Sixth St and Marquette Ave     MAC N9303-120     Minneapolis, MN 55479 Attention: Corporate Trust Services—                   Jane Schweiger     Telecopy No.: 612-667-9825 With a copy to: LeBoeuf Lamb Greene &                            MacRae Attention: Maria Dantas     Telecopy No.: 212-424-8500

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INTERCREDITOR AGREEMENT
ARTICLE 3 Enforcement Rights
ARTICLE 4 Application of Proceeds of Common Collateral; Dispositions and Releases of Common Collateral; Inspection and Insurance
ARTICLE 5 Insolvency Proceedings
ARTICLE 6 New Indenture Documents and Credit Agreement Documents
Article 7 Reliance; Waivers; Etc.
ARTICLE 8 Obligations Unconditional
ARTICLE 9 Miscellaneous
ARTICLE 10 Concerning The Collateral Agent

EX-5.1

EXHIBIT 5.1

[letterhead of King & Spalding LLP]

        October 19, 2004

Foster Wheeler LLC
and Certain Guarantors
c/o Foster Wheeler Inc.
Perryville Corporate Park
Clinton, N.J. 08809-4000

Re: Legality of the 10.359% Senior Secured Notes Due 2011, Series A of
Foster Wheeler LLC and the guarantees thereof.

Ladies and Gentlemen:

        We have acted as special United States counsel for Foster Wheeler LLC (the "Company"), a Delaware limited liability company, and the guarantors listed in the Indenture (as defined below) (the "Guarantors"), in connection with the preparation of a registration statement on Form S-4 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the proposed exchange of up to $120,000,000 aggregate principal amount of the Company's 10.359% Senior Secured Notes due 2011, Series A, to be registered under the Act (the "New Notes") for a like principal amount of the Company's issued and outstanding 10.359% Senior Secured Notes due 2011, Series B, that have not been registered under the Act (the "Old Notes"). The Old Notes are, and the New Notes will be, unconditionally guaranteed by the Guarantors (the guarantees of the New Notes, the "New Guarantees").

        In so acting, we have reviewed the Indenture dated as of September 24, 2004 by and 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 New 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, executed and delivered by the Company and the Guarantors and constitutes 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 Old 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 New 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 Old 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.

        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      

2

EX-12.1

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Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in millions, except share and per share amounts)

	Fiscal Year
															Year Ended December 26, 2003 on a pro forma basis for the exchange offer and the issuance of the old notes (2)(3)(4)		Six Months Ended June 25, 2004 on a pro forma basis for the exchange offer and the issuance of the old notes(3)(4)
											Six Months Ended June 25, 2004		Six Months Ended June 27, 2003
	1999		2000		2001		2002		2003
Earnings:
Net (loss) income prior to cumulative effect of change in accounting principle	(146.1	)	37.0		(336.4	)	(374.7	)	(157.1	)	25.5		(49.2	)	(135.1	)	40.3
Taxes on net (loss) income	(48.2	)	15.2		123.4		14.7		47.4		33.2		14.4		47.4		33.2
Total fixed charges	94.0		96.0		97.6		95.1		104.7		55.3		48.7		73.7		36.0
Capitalized interest	(4.6	)	(.2	)	(.7	)	(1.4	)	(.3	)	—		(0.3	)	(0.3	)	—
Capitalized interest amortized	2.2		2.4		2.2		2.3		2.3		1.1		1.1		2.3		1.1
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	)	(0.9	)	0.8		(9.1	)	(0.9	)
	(113.7	)	141.5		(118.5	)	(268.3	)	(12.1	)	114.2		15.5		(21.2	)	109.7
Fixed Charges:
Interest expense (including dividend on trust preferred security)	70.2		83.3		84.5		83.0		95.5		51.1		44.7		64.5		31.8
Capitalized interest	4.6		.1		.7		1.4		.3		—		0.3		0.3		—
Imputed interest on non-capitalized lease payment	19.2		12.6		12.4		10.7		8.9		4.2		3.7		8.9		4.2
	94.0		96.0		97.6		95.1		104.7		55.3		48.7		73.7		36.0
Ratio of earnings to fixed charges(1)(2)	—		1.47		—		—		—		2.07		—		—		3.05

(1)

Includes in fiscal years 1999, 2000, 2001, 2002 and 2003 and in the six-month periods ended June 25, 2004 and June 27, 2003 dividends on preferred securities of a subsidiary trust of $15.2, $15.8, $15.8, $16.6, $18.1, $9.7 and $8.9, respectively. The pro forma results for the year ended December 26, 2003 include a $11.0 reduction in dividends on the trust securities, a $14.7 reduction in interest on the convertible notes, a $1.8 increase in interest on the 2005 notes, and a $6.7 reduction in interest on the Robbins bonds. The pro forma results for the six months ended June 25, 2004 include a $5.9 reduction in dividends on the trust securities, a $7.4 reduction in interest on the convertible notes, a $0.9 increase in interest on the 2005 notes, and a $3.3 reduction in interest on the Robbins bonds. The pro forma results also include the issuance of

$120 in aggregate principal amount of old notes, the proceeds of which were used to reduce amounts outstanding under our senior secured credit agreement.

(2)

Earnings are inadequate to cover fixed charges by $207.7, $216.1, $363.4, $116.8 and $33.2 for the fiscal years 1999, 2001, 2002 and 2003 and the six-month period ended June 27, 2003, respectively. The coverage deficiency is $94.9 for the year ended December 26, 2003 on a pro forma basis.

(3)

Reflects that:

•

holders of 59.3% of the aggregate liquidation amount of trust securities tendered in the equity-for-debt exchange offer; and

•

holders of 98.5% of the aggregate principal amount of convertible notes tendered in the equity-for-debt exchange offer; and

•

holders of 99.2% of the aggregate principal amount, outstanding as of June 25, 2004, of 2009 Series C Robbins bonds tendered in the equity-for-debt exchange offer; and

•

holders of 99.1% of the accreted principal amount, outstanding as of June 25, 2004, of Series D Robbins bonds tendered in the equity-for-debt exchange offer; and

•

holders of 73.4% of the aggregate principal amount, outstanding as of June 25, 2004, of 2024 Series C Robbins bonds tendered in the equity-for-debt exchange offer; and

•

holders of 94.3% of the aggregate principal amount of 2005 notes tendered in the equity-for-debt exchange offer.

(4)

Reflects the issuance of 38,036,196 common shares of Foster Wheeler Ltd. to members of Foster Wheeler's senior management and board of directors, subject to certain restrictions, under a restricted stock plan which we adopted in conjunction with the closing of the equity-for-debt exchange offer, at a price of $0.47 per share. Grants under the plan will be expensed over a two-year vesting period. Also reflects unearned compensation related to the options to purchase 43,516.76 preferred shares (the equivalent of 56,571,788 common shares) of Foster Wheeler Ltd. to members of Foster Wheeler's senior management under a stock option plan which we adopted in conjunction with the closing of the equity-for-debt exchange offer. The unearned compensation has been determined as the difference between the preferred share value of $615.00 per share and the exercise price of $609.57 per share. The options vest over a two-year period.

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COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (in millions, except share and per share amounts)

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 April 9, 2004, relating to the consolidated financial statements of Foster Wheeler Ltd., which appears in Foster Wheeler Ltd.’s Annual Report on Form 10-K/A for the year ended December 26, 2003. We also consent to the incorporation by reference of our report dated March 10, 2004 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K/A. 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. and Subsidiaries;

·Foster Wheeler International Corporation and Subsidiaries;

·Foster Wheeler Europe Limited and Subsidiaries;

·Financial Services S.a.r.l. and Subsidiary;

·FW Netherlands C.V. and Subsidiaries;

·FW Hungary Licensing Limited Liability Company,

which appear in Foster Wheeler Ltd.’s Annual Report on Form 10-K/A for the year ended December 26, 2003.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Florham Park, New Jersey

October 19, 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 LLC¹
(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)

10.359% Senior Secured Notes due 2011, Series A
(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, Clifton, 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 Ltd.	Bermuda	22-3802649
21.	Foster Wheeler Middle East Corporation	Delaware	22-3229745
22.	Foster Wheeler North America Corp.	Delaware	22-3248302
23.	Foster Wheeler Power Corporation	Delaware	22-2180356
24.	Foster Wheeler Power Systems, Inc.	Delaware	22-2271893
25.	Foster Wheeler Pyropower, Inc.	New York	95-3565932
26.	Foster Wheeler Real Estate Development Corp.	Delaware	22-2571704
27.	Foster Wheeler Realty Services, Inc.	Delaware	22-3800667
28.	Foster Wheeler USA Corporation	Delaware	22-2023683
29.	Foster Wheeler Virgin Islands, Inc.	Delaware	22-3235076
30.	Foster Wheeler Zack, Inc.	Delaware	22-3388258
31.	FW Hungary Licensing Limited Liability Company	Hungary	12562895-2-18
32.	FW Mortshal, Inc.	Delaware	33-0383026
33.	HFM International, Inc.	Delaware	22-2933225
34.	PGI Holdings, Inc.	Delaware	32-0100496
35.	Process Consultants, Inc.	Delaware	22-1830450
36.	Pyropower Operating Services Company, Inc.	California	33-0249382
37.	Perryville III Trust	New York	Not applicable

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.

****

Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the form S-3 dated August 24, 2004 of Digital River, Inc. file number 333-118519.

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 14^th day of October 2004.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/S/  JEFFERY T. ROSE Jeffery T. Rose
Corporate Trust Officer

EXHIBIT 6

October 14, 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/  JEFFERY T. ROSE Jeffery T. Rose
Corporate Trust Officer

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Table 1
SIGNATURE

EX-99.1

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EXHIBIT 99.1

LETTER OF TRANSMITTAL

To Tender for Exchange
any and all 10.359% Senior Secured Notes due 2011, Series B,
Guaranteed by certain Guarantors
that have not been registered under the Securities Act of 1933
for
Up to $120,000,000 in Principal Amount of
10.359% Senior Secured Notes due 2011, Series A,
Guaranteed by certain Guarantors
that have been registered under the Securities Act of 1933
of
FOSTER WHEELER LLC

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2004 UNLESS EXTENDED (THE "EXPIRATION DATE").

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

The Exchange Agent (the "Exchange Agent") for the Offer is:

Wells Fargo Bank, National Association

By Overnight Courier or Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 6th & Marquette Avenue Minneapolis, MN 55479	By Registered or Certified Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480	By Hand: Wells Fargo Bank, N.A. Corporate Trust Services Northstar East Bldg.—12th Floor 608 2nd Avenue South Minneapolis, MN 55402
Attn: Reorg (if by mail, registered or certified recommended)	Attn: Reorg	Attn: Reorg

By Facsimile:

(612) 667-6282
Attn: Bondholder Communications To Confirm by Telephone:
(800) 344-5128; or
(612) 667-9764
Attn: Bondholder Communications

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery.

For any questions regarding this Letter of Transmittal or for any Bondholder Communications additional information, you may contact the Exchange Agent by telephone at (800) 344-5128 or (612) 667-9764 (Attn: Bondholder Communications).

        The undersigned hereby acknowledges receipt of the Prospectus dated                        , 2004 (the "Prospectus") of Foster Wheeler LLC, a Delaware limited liability company (the "Company"), and certain guarantors listed therein, and this Letter of Transmittal (the "Letter of Transmittal"), which together constitute the Company's offer (the "Exchange Offer") to exchange up to $120,000,000 of its 10.359% senior secured notes due 2011, Series A (the "New Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of its outstanding 10.359% senior secured notes due 2011, Series B (the "Old Notes") that have not been registered under the Securities Act, of which an aggregate principal amount at maturity of $120,000,000 is outstanding. Capitalized terms used but not defined in this Letter of Transmittal have the meanings ascribed to them in the Prospectus.

        For each Old Note accepted for exchange, the Holder of that Old Note will receive a New Note having a principal amount equal to that of the surrendered Old Note. Old Notes accepted for exchange will not receive accrued interest at the time of exchange. However, each New Note will bear interest:

•

from the later of (1) the last interest payment date on which interest was paid on the Old Note surrendered in exchange for the New Note or (2) if the Old Note is exchanged for the New Note on a date after the record date for an interest payment date to occur on or after the date of the exchange and as to which that interest will be paid, the date of that interest payment date, or



•

if no interest has been paid on the Old Note, from September 24, 2004.

        This Letter of Transmittal is to be completed by a holder of Old Notes if certificates are to be forwarded with the Letter of Transmittal. Holders of Old Notes whose certificates are not immediately available, or who are unable to deliver their certificates and all other documents required by this Letter of Transmittal to the Exchange Agent on or before the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" section of the Prospectus. See Instruction 1. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

        The undersigned hereby tenders the Old Notes 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 Old Notes and the undersigned represents that it has received from each beneficial owner of the tendered Old Notes (collectively, the "Beneficial Owners"), if any, a duly completed and executed form of "Instructions to Registered Holder from Beneficial Owner" 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 Old 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 Old 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 tendered Old 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 Old Notes to the Company or cause ownership of the tendered Old Notes to be transferred to, or upon the order of, the Company, on the books of the registrar for the Old 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 to which the undersigned is entitled upon acceptance by the Company of the tendered Old Notes pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the tendered Old Notes, all in accordance with the terms of the Exchange Offer.

2

        Unless otherwise indicated under "Special Issuance Instructions" below (Box 2), please issue the New Notes exchanged for tendered Old Notes in the name(s) of the undersigned. Ownership of beneficial interests in the global note representing the New Notes will be limited to DTC and to persons that may hold interests through institutions that have accounts with DTC, which we refer to as participants. Accordingly, only DTC participants may receive beneficial interests in the New Notes in their own names. If you are not a DTC participant, you will need to specify the name and account number of a DTC participant under "Special Delivery Instructions" in Box 3. Similarly, unless otherwise indicated under "Special Delivery Instructions" below (Box 3), please send or cause to be sent the certificates for the New Notes (and accompanying documents, as appropriate) to the undersigned at the address shown below in Box 1.

        The undersigned understands that tenders of Old Notes pursuant to the procedures described under the caption "The Exchange Offer" in the Prospectus and in the instructions to this letter will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of tenders on the terms set forth in the Prospectus under the caption "The Exchange Offer—Withdrawal of Tenders of Old Notes." 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 or 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 Old Notes being tendered, and that, when the Old Notes are accepted for exchange as contemplated in this letter, 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.

        By accepting the Exchange Offer, the undersigned hereby represents and warrants that:

          (i)  the New Notes being acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned or of any other person receiving New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes;

         (ii)  neither the undersigned nor any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is participating in or has an intent to participate in a distribution of the New Notes;

        (iii)  neither the undersigned nor any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, has an arrangement or understanding with any other person to participate in a distribution of the New Notes; and

        (iv)  neither the undersigned nor any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company.

        If the undersigned is a broker-dealer that acquired the Old Notes directly from the Company in the initial offering and not as a result of market-making activities or if any of the foregoing representations and warranties are not true, then the undersigned is not eligible to participate in the Exchange Offer, cannot rely on the interpretations of the staff of the Securities and Exchange

3

Commission in connection with the Exchange Offer and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the undersigned's notes.

        If any of the undersigned or any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it hereby represents and warrants that it will deliver a prospectus in connection with any resale of New Notes. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

o

CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED WITH THIS LETTER OF TRANSMITTAL.

o

CHECK HERE IF TENDERED OLD 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 YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS TO THE PROSPECTUS.

Name:

Address:

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES

4

Box 1

DESCRIPTION OF OLD NOTES TENDERED
(Attach additional signed pages, if necessary)

Name(s) and Address(es) of Registered Holder(s), exactly as name(s) appear(s) on Note Certificate(s) (Please fill in, if blank)	Certificate Number(s) of Old Notes	Aggregate Principal Amount Represented by Certificate(s)	Aggregate Principal Amount Tendered*
	TOTAL

*

The minimum permitted tender is $1.00 in principal amount of Old Notes. All other tenders must be in integral multiples of $1.00 of principal amount. Unless otherwise indicated in this column, the aggregate principal amount of the Old Notes represented by the certificates identified in this Box 1 or delivered to the Exchange Agent with this letter will be deemed tendered. See Instruction 3.

5

Box 2

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4, 5 and 6)

        To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be issued in the name of and sent to someone other than the undersigned.

Issue New Note(s) and/or Old Notes to:

Name(s):	(Please Type or Print)
Address:	(Include Zip Code)
(Tax Identification or Social Security Number)

Box 3

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4, 5 and 6)

        To be completed ONLY if New Notes are to be issued to someone other than the undersigned, or to the undersigned at an address or a DTC account other than that shown in Box 1.

        Issue New Note(s) to:

Name(s) of DTC participant:	(Please Type or Print)
DTC participant account number:
Contact name of tendering holder's broker or custodian:

Contact telephone number:

This Box 3 must be completed if you are NOT a DTC participant.

6

Box 4

USE OF GUARANTEED DELIVERY
(See Instruction 1)

        To be completed ONLY if Old 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:

7

Box 5

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 Old Notes as their name(s) appear(s) on the Old Notes 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 Type or Print)

Title:

Name of Firm: (Must be an Eligible Institution as defined in Instruction 1)

Address:

(Include Zip Code)

Area Code and Telephone Number:

Dated:

If you are a DTC participant, please provide your DTC participant account number:

8

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 Procedures.    This Letter of Transmittal is to be used if (a) certificates for Old Notes are to be physically delivered to the Exchange Agent herewith or (b) tenders are to be made according to the guaranteed delivery procedures, each as set forth in the Prospectus.

        To validly tender Old Notes pursuant to the Exchange Offer, either (a) the Exchange Agent must receive a properly completed and duly executed copy of this Letter of Transmittal with any required signature guarantees, together with either a properly completed and duly executed Notice of Guaranteed Delivery or certificates for the Old Notes, as the case may be, and any other documents required by this Letter of Transmittal, or (b) a holder of Old Notes must comply with the guaranteed delivery procedures set forth below.

        Holders of Old Notes who desire to tender them pursuant to the Exchange Offer and whose certificates representing the Old 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, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer—Guaranteed Delivery Procedures." Pursuant to those procedures, (a) tender must be made by a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an "eligible guarantor institution" as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution") and, in each instance, that is a recognized participant in the Securities Transfer Agent Medallion Program ("STAMP") or a recognized participant in the Securities Exchange Agents Medallion Program or the Stock Exchange Medallion Program (a "Medallion Signature Guarantor"), (b) the Exchange Agent must have received from the Eligible Institution, before 5:00 p.m., New York City time, on the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery (by mail, hand delivery, or overnight carrier), and (c) the certificates for all physically delivered Old Notes in proper form for transfer together with a properly completed and duly executed Letter of Transmittal and all other documents required by this Letter of Transmittal or the Prospectus, must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date, all as provided in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures."

The method of delivery of this Letter of Transmittal, the certificates for Old 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 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 in whose name tendered Old Notes are registered on the books of the registrar (or the legal representative or attorney-in-fact of that registered holder) may execute and deliver this Letter of Transmittal. Any Beneficial Owner, if any, of tendered Old Notes who is not the registered holder must arrange promptly with the registered holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the registered holder of the Instructions to Registered Holder from Beneficial Owner form accompanying this Letter of Transmittal.

9

        3.     Partial Tenders.    Tenders of Old Notes will be accepted only in integral multiples of $1.00 in principal amount. If less than the entire principal amount of Old Notes held by the holder is tendered, the tendering holder should fill in the principal amount tendered in the column labeled "Aggregate Principal Amount Tendered" of Box 1 above. The entire principal amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Old Notes held by the holder is not tendered, then Old Notes for the principal amount of Old Notes not tendered and New Notes issued in exchange for any Old Notes tendered and accepted will be sent to the holder at his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal, promptly following the Expiration Date.

        4.     Signatures on the Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.    If this Letter of Transmittal is signed by the registered holder(s) of the tendered Old Notes, the signature must correspond with the name(s) as written on the face of the tendered Old Notes without alteration, enlargement or any change whatsoever.

        If any of the tendered Old Notes are registered in the name of two or more holders, all holders must sign this Letter of Transmittal. If any Old 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 as there are different registrations of certificates.

        If this Letter of Transmittal or any Old 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 is signed by the registered holders of the Old Notes tendered hereby, no endorsements of the Old Notes or separate instruments of transfer are required unless New Notes, or Old Notes not tendered or exchanged, are to be issued to a person other than the registered holders, in which case signatures on the Old Notes or instruments of transfer must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution.

        If this Letter of Transmittal is signed other than by the registered holders of the Old Notes tendered hereby, those Old Notes must be endorsed or accompanied by appropriate instruments of transfer and a duly completed proxy entitling the signer of this Letter of Transmittal to consent with respect to those Old Notes, on behalf of the registered holders, in any case signed exactly as the name or names of the registered holders appear on the Old Notes, and signatures on those Old Notes or instruments of transfer and proxy must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution.

        Signatures on this Letter of Transmittal must be guaranteed by a Medallion Signature Guarantor, unless (a) the Old Notes tendered hereby are tendered by a registered holder that has not completed Box 2 entitled "Special Issuance Instructions" or Box 3 entitled "Special Delivery Instructions" in this Letter of Transmittal, or (b) the Old Notes are tendered for the account of an Eligible Institution. If the Old Notes are registered in the name of a person other than the signer of this Letter of Transmittal, if Old Notes not accepted for exchange or not tendered are to be registered in the name of or returned to a person other than the registered holder, or if New Notes are to be issued to someone or delivered to someone other than the registered holder of the Old Notes, then the signatures on this Letter of Transmittal accompanying the tendered Old Notes must be guaranteed by a Medallion Signature Guarantor as described above.

        The Letter of Transmittal and Old 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 and/or substitute

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certificates evidencing Old 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. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. If no instructions are given, the Old Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal. The New Notes are being issued in book-entry form only. Holders of Old Notes who are not DTC participants must specify the name of a DTC participant to receive their New Notes.

        6.     Transfer Taxes.    The Company will pay all transfer taxes, if any, applicable to the exchange of tendered Old Notes pursuant to the Exchange Offer. If, however, New Notes and/or substitute Old Notes not exchanged 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 Old Notes tendered hereby, or if Old Notes tendered hereby are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer and exchange of tendered Old Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or on any other person) will be payable by the tendering holder. If satisfactory evidence of payment of those taxes or exemption from those taxes is not submitted with this Letter of Transmittal, the amount of those transfer taxes will be billed directly to 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 Old Notes listed in this Letter of Transmittal.

        7.     Validity of Tenders.    All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company. This determination will be final and binding. The Company reserves the right to reject any and all tenders of Old Notes not in proper form or the acceptance of which for exchange may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the right to waive any conditions of the Exchange Offer or any defect or irregularity in the tender of Old Notes. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Company will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Company determines. Neither the Company, the Exchange Agent nor any other person will be under any duty to give notification of defects or irregularities to holders of Old Notes or incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until the defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived, or if Old Notes are submitted in principal amount greater than the principal amount of Old Notes being tendered, the unaccepted or non-exchanged Old Notes or substitute Old Notes evidencing the unaccepted or non-exchanged portion of the Old Notes, as appropriate, will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, promptly following the Expiration Date.

        8.     Waiver of Conditions.    The Company reserves the right to waive any of the conditions of the Exchange Offer in the case of any tendered Old Notes.

        9.     No Conditional Tenders.    No alternative, conditional, irregular, or contingent tender of Old Notes or transmittal of this Letter of Transmittal will be accepted.

        10.   Mutilated, Lost, Stolen or Destroyed Old Notes.    Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated in this Letter of Transmittal for further instructions.

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        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 Exchange 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 Old Notes and Issuance of New Notes; Return of Old Notes.    Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange all validly tendered Old Notes promptly after the Expiration Date and will issue New Notes for the Old Notes promptly thereafter. For purposes of the Exchange Offer, the Company will be deemed to have accepted tendered Old 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 Old Notes are not exchanged pursuant to the Exchange Offer for any reason, those unexchanged Old 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 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—Withdrawal of Tenders of Old Notes."

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LETTER OF TRANSMITTAL
INSTRUCTIONS TO LETTER OF TRANSMITTAL

EX-99.2

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EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY
for
10.359% Senior Secured Notes due 2011, Series B
of
FOSTER WHEELER LLC
and
Guaranteed by certain Guarantors
Pursuant to the Prospectus dated                        , 2004

        This form must be used by a holder of 10.359% senior secured notes due 2011, Series B (the "Old Notes") of Foster Wheeler LLC, a Delaware limited liability company ("Foster Wheeler"), and guaranteed by certain guarantors listed in the Prospectus (as defined below), who wishes to tender Old Notes to the Exchange Agent pursuant to the guaranteed delivery procedures described in "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus dated                        , 2004 (the "Prospectus") and in Instruction 1 to the related Letter of Transmittal. Any holder who wishes to tender Old Notes pursuant to those guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery on or before the Expiration Date of the Exchange Offer. Capitalized terms used but not defined in this notice have the meanings ascribed to them in the Prospectus or the Letter of Transmittal.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2004 UNLESS EXTENDED (THE "EXPIRATION DATE").

The Exchange Agent for the Exchange Offer is:

Wells Fargo Bank, National Association

By Overnight Courier or Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 6th & Marquette Avenue Minneapolis, MN 55479	By Registered or Certified Mail: Wells Fargo Bank, N.A. Corporate Trust Operations MAC N9303-121 P.O. Box 1517 Minneapolis, MN 55480	By Hand: Wells Fargo Bank, N.A. Corporate Trust Services Northstar East Bldg.—12th Floor 608 2nd Avenue South Minneopolis, MN 55402
Attn: Reorg (if by mail, registered or certified recommended)	Attn: Reorg	Attn: Reorg

By Facsimile:	To Confirm by Telephone:
(612) 667-6282 Attn: Bondholder Communications	(800) 344-5128; or (612) 677-9764 Attn: Bondholder Communications

Delivery of this instrument to an address other than as set forth above will not constitute a valid delivery. This Notice of Guaranteed Delivery 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" under the instructions thereto, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

        Upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, the undersigned hereby tenders to Foster Wheeler the principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 1 of the Letter of Transmittal.

        The undersigned hereby tenders the Old Notes listed below:

Certificate Number(s) (if known) of Old Notes
Aggregate Principal Amount
Represented by Old Notes
Certificate(s) Aggregate Principal
Amount Tendered

PLEASE SIGN AND COMPLETE

Signatures of Registered Holder(s) or Authorized Signatory:

Name(s) of Registered Holder(s):

Date:
, 2003

Address:

Area Code and Telephone No.

        The Notice of Guaranteed Delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificates for Old Notes or on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If the 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):

2

GUARANTEE
   
(Not to be used for signature guarantee)

        The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or correspondent in the United States, or is otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities and Exchange Act of 1934, as amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal, together with the Old Notes tendered hereby in proper form for transfer and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the Expiration Date.

Name of firm:

Address:

(Include Zip Code)

Area Code and Tel. No.

Authorized Signature:

Name: (Please Print)

Title:

Dated:
, 2003

DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF CERTIFICATES FOR OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED 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 on or 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 Old 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.

2.     Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Old Notes referred to in this Notice of Guaranteed Delivery, the signatures must correspond with the name(s) written on the face of the Old Notes without alteration, enlargement, or any change whatsoever.

        If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Old Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the Old Notes.

        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 Foster Wheeler 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 Exchange 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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NOTICE OF GUARANTEED DELIVERY for 10.359% Senior Secured Notes due 2011, Series B of FOSTER WHEELER LLC and Guaranteed by certain Guarantors Pursuant to the Prospectus dated , 2004
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

EX-99.3

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EXHIBIT 99.3

INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER OF

10.359% Senior Secured Notes due 2011, Series B

of

FOSTER WHEELER LLC.
and
Guaranteed by certain Guarantors

To Registered Holder:

        The undersigned hereby acknowledges receipt of the Prospectus, dated                , 2004 (the "Prospectus") of Foster Wheeler LLC, a Delaware limited liability company, (the "Company"), and certain guarantors listed therein, and the accompanying Letter of Transmittal (the "Letter of Transmittal"), which together constitute the Company's offer (the "Exchange Offer") to exchange its 10.359% senior secured notes due 2011, Series A (the "New Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of its outstanding 10.359% senior secured notes due 2011, Series B (the "Old Notes") that have not been registered under the Securities Act. Capitalized terms used but not defined in these instructions have the meanings ascribed to them in the Prospectus.

        This will instruct you, the registered holder, as to action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

        The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount):

        $                        of the 10.359% senior secured notes due 2011, Series B.

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o

TO TENDER the following aggregate principal amount of Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any):

$                        of the 10.359% senior secured notes due 2011, Series B;

o

NOT TO TENDER any Old Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Old 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 Old Notes tendered, and the Company will acquire good and unencumbered title to the Old 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 not subject to any adverse claim when the Old Notes are accepted by the Company,

        (iii)  the New Notes being acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned or of any other person receiving New Notes

pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes;

        (iv)  neither the undersigned nor any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is participating in or has an intent to participate in a distribution of the New Notes;

         (v)  neither the undersigned nor any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, has an arrangement or understanding with any other person to participate in a distribution of the New Notes; and

        (vi)  neither the undersigned nor any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is an "affiliate", as defined in Rule 405 under the Securities Act, of the Company.

        If the undersigned is a broker-dealer that acquired the Old Notes directly from the Company in the initial offering and not as a result of market-making activities or if any of the foregoing representations and warranties are not true, then the undersigned is not eligible to participate in the Exchange Offer, cannot rely on the interpretations of the staff of the Securities and Exchange Commission in connection with the Exchange Offer and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the undersigned's notes.

        If the undersigned instructs you to tender the Old Notes 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 representation and warranty that if any of the undersigned or any other person acquiring the New Notes pursuant to the Exchange Offer through the undersigned, whether or not that person is the holder of Old Notes, is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it will deliver a prospectus in connection with any resale of New Notes. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        (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 Old Notes.

2

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name (please print):

Address:

Telephone number:

Taxpayer Identification or Social Security Number:

Date:

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INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER OF 10.359% Senior Secured Notes due 2011, Series B

EX-99.4

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EXHIBIT 99.4

Tender for any and all Outstanding
10.359% Senior Secured Notes due 2011, Series B,
Guaranteed by certain Guarantors
that have not been registered under the Securities Act of 1933

in Exchange for
Up to $120,000,000 in Principal Amount of
10.359% Senior Secured Notes due 2011, Series A,
Guaranteed by certain Guarantors
that have been registered under the Securities Act of 1933
of
FOSTER WHEELER LLC

To Registered Holders:

        We are enclosing with this letter the material listed below relating to the offer (the "Exchange Offer") by Foster Wheeler LLC, a Delaware limited liability company (the "Company"), to exchange its 10.359% senior secured notes due 2011, Series A (the "New Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of the Company's issued and outstanding 10.359% senior secured notes due 2011, Series B (the "Old Notes") that have not been registered under the Securities Act, upon the terms and subject to the conditions set forth in the Prospectus, dated                 , 2004, and the related Letter of Transmittal.

        Enclosed herewith are copies of the following documents:

1.

Prospectus dated                 , 2004;



2.

Letter of Transmittal;



3.

Notice of Guaranteed Delivery; and



4.

Instructions to Registered Holder from Beneficial Owner.

        We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                , 2004, unless extended.

        The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

        Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that:

          (i)  the holder has full power and authority to tender, exchange, assign and transfer the Old Notes tendered, and the Company will acquire good and unencumbered title to the Old 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 not subject to any adverse claim when the Old Notes are accepted by the Company,

         (ii)  the New Notes being acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving the New Notes, whether or not that person is the holder of Old Notes;

        (iii)  neither the holder of the Old Notes nor any other person acquiring the New Notes pursuant to the Exchange Offer through such holder, whether or not that person is the holder of Old Notes, is participating in or has an intent to participate in a distribution of the New Notes;

        (iv)  neither the holder of the Old Notes nor any other person acquiring the New Notes pursuant to the Exchange Offer through such holder, whether or not that person is the holder of

Old Notes, has an arrangement or understanding with any other person to participate in a distribution of the New Notes; and

         (v)  neither the holder of the Old Notes nor any other person acquiring the New Notes pursuant to the Exchange Offer through such holder, whether or not that person is the holder of Old Notes, is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company.

        If the holder of Old Notes is a broker-dealer that acquired the Old Notes directly from the Company in the initial offering and not as a result of market-making activities or if any of the foregoing representations and warranties are not true, then such holder of Old Notes is not eligible to participate in the Exchange Offer, cannot rely on the interpretations of the staff of the Securities and Exchange Commission in connection with the Exchange Offer and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the holder's notes.

        If the holder of Old Notes or any other person acquiring the New Notes pursuant to the Exchange Offer through such holder, whether or not that person is the holder of Old Notes, is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it will represent and warrant to the Company pursuant to the Letter of Transmittal that it will deliver a prospectus in connection with any resale of New Notes. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The enclosed Instructions to Registered Holder from Beneficial Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations.

        The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the exchange agent for the Exchange Offer) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 6 of the enclosed Letter of Transmittal.

        Additional copies of the enclosed material may be obtained from the undersigned.

Very truly yours,

Wells Fargo Bank, National Association

NOTHING CONTAINED IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS WILL CONSTITUTE YOU THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED IN THOSE DOCUMENTS.

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Tender for any and all Outstanding 10.359% Senior Secured Notes due 2011, Series B, Guaranteed by certain Guarantors that have not been registered under the Securities Act of 1933