FOSTER WHEELER LTD. Offer to Exchange up to Common Shares and Series B Voting Convertible Preferred Shares (Liquidation preference $0.01 per preferred Share) for Any and All outstanding Series 1999 C Bonds and Series 1999 D Bonds (as defined in the...Foster Wheeler LTD • April 12th, 2004 • Heavy construction other than bldg const - contractors
Enclosed for your consideration are the Prospectus, dated , 2004, and the related Letter of Transmittal (the "Letter of Transmittal") in connection with the offer by Foster Wheeler Ltd. (the "Company"), to exchange (the "Exchange Offer") its Common Shares (the "Common Shares") and Series B Voting Convertible Preferred Shares (liquidation preference $0.01 per preferred share) (the "Preferred Shares") for any and all outstanding shares of Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust dated as of October 15, 1999 from Village of Robbins, Cook County, Illinois, to SunTrust Bank, Central Florida, National Association, as Trustee) (the "Robbins Bonds"), including, in the case of the 2009 Series C Robbins Bonds and 2024 Series C Robbins Bonds, accrued and unpaid interest, subject to the procedures and limitations described in the Prospectus dated , 2004 and related Letter of Transmittal. This mat
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 12th, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
LOCK-UP AGREEMENT, dated as of [ ], 2004, by and among Foster Wheeler Ltd, a Bermuda company, Foster Wheeler LLC, a Delaware limited liability company (collectively, the “Companies,” and each, individually, a “Company”), and the undersigned beneficial owners (or investment managers or advisors for the beneficial owners) of the Convertible Notes (as defined below), the Robbins Bonds (as defined below), the Trust Securities (as defined below) and the 2005 Notes (as defined below, and collectively with the Convertible Notes, the Robbins Bonds and the Trust Securities, the “Securities”) identified on Schedule 1 on the date of this Agreement and each other beneficial owner (or investment managers or advisors for the beneficial owners) of the Securities that executes a counterpart signature page to this Agreement after the date of this Agreement, as provided in Section 25 (collectively, the “Security Holders”, and each, individually, a “Security Holder”).
ROBBINS BONDS LETTER OF TRANSMITTAL FOSTER WHEELER LTD. Offer to Exchange up to Common Shares and Series B Voting Convertible Preferred Shares (Liquidation preference $0.01 per preferred share) for Any and All Outstanding Series 1999 C Bonds and...Foster Wheeler LTD • April 12th, 2004 • Heavy construction other than bldg const - contractors
The Bank of New York, London branch c/o The Bank of New York ReOrg Unit 101 Barclay Street, Floor 7 East New York, New York 10286 Attention: Kin Lau The Bank of New York, London branch c/o The Bank of New York Attention: Kin Lau Fax: (212) 298-1915 The Bank of New York, London branch c/o The Bank of New York ReOrg Unit 101 Barclay Street, Floor 7 East New York, New York 10286 Attention: Kin Lau (212) 815-3750
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • April 12th, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
THIRD SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of , 2004, to the Indenture (defined below) made by and among Foster Wheeler LLC, a limited liability company organized under the laws of Delaware (the “Company”), the guarantors set forth on Exhibit A hereto and BNY Midwest Trust Company, an Illinois trust company (the “Trustee”), as successor to the obligations of Harris Trust and Savings Bank, an Illinois banking corporation.
COMMITMENT LETTERFoster Wheeler LTD • April 12th, 2004 • Heavy construction other than bldg const - contractors • New York
This commitment letter agreement (together with all exhibits and schedules hereto, the “Commitment Letter”) will confirm the understanding and agreement among Foster Wheeler LLC, a Delaware limited liability company (the “Company”) and the entities listed on Schedule 1 hereto (the “Purchasers”), in connection with the proposed repayment of approximately $ 120,000,000 of certain funded debt of the Company (the “Debt Paydown”).
NO-TRANSFER AGREEMENTNo-Transfer Agreement • April 12th, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
NO-TRANSFER AGREEMENT, dated as of April 8, 2004, by and among Foster Wheeler Ltd., a Bermuda company, Foster Wheeler LLC, a Delaware limited liability company (collectively, the “Companies,” and each, individually, a “Company”), and the undersigned beneficial owners (or investment managers or advisors for the beneficial owners) of the Convertible Notes (as defined below), the Robbins Bonds (as defined below), the Trust Securities (as defined below) and the 2005 Notes (as defined below, and collectively with the Convertible Notes, the Robbins Bonds and the Trust Securities, the “Securities”) identified on Schedule 1 to this Agreement on the date of this Agreement (collectively, the “Security Holders,” and each, individually, a “Security Holder”).
EXTENSION OF COMMITMENTSFoster Wheeler LTD • April 12th, 2004 • Heavy construction other than bldg const - contractors
Reference is made to the Commitment Letter dated February 4, 2004 (the “Commitment Letter”), among Foster Wheeler LLC, a Delaware limited liability company (the “Company”) and the entities listed on Schedule 1 thereto (the “Purchasers”), in connection with the proposed repayment of approximately $120,000,000 of certain funded debt of the Company. Terms defined in the Commitment Letter are used herein as defined therein.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • April 12th, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
THIRD SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of , 2004, to the Indenture (defined below) made by and among Foster Wheeler LLC, a limited liability company organized under the laws of Delaware (the “Company”), and BNY Midwest Trust Company, an Illinois trust company, as Trustee (the “Trustee”), as successor to the obligations of Harris Trust and Savings Bank, an Illinois banking corporation.
BILLON ET ASSOCIÉS LOGO] Domiciliation AgreementDomiciliation Agreement • April 12th, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors
INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER OF FOSTER WHEELER LTD. Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust...Foster Wheeler LTD • April 12th, 2004 • Heavy construction other than bldg const - contractors
This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Securities held by you for the account of the undersigned.
FOSTER WHEELER LTD. Offer to Exchange up to Common Shares and Series B Voting Convertible Preferred Shares (Liquidation preference $0.01 preferred share) for Any and All outstanding Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second...Foster Wheeler LTD • April 12th, 2004 • Heavy construction other than bldg const - contractors
We have been engaged by Foster Wheeler Ltd. (the "Company") to act as Dealer Manager in connection with the offer by the Company to exchange its Common Shares (the "Common Shares") and its Series B Voting Convertible Preferred Shares (liquidation preference $0.01 preferred share) (the "Preferred Shares"), and by Foster Wheeler LLC in connection with the related consent solicitation, subject, in each case, to the procedures and limitations described in the Prospectus dated , 2004 and related Letter of Transmittal, (the "Letter of Transmittal"), for any and all outstanding shares of Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust dated as of October 15, 1999 from Village of Robbins, Cook County, Illinois, to SunTrust Bank, Central Florida, National Association, as Trustee) (the "Robbins Bonds"), including accrued and unpaid interest in respect of the 2009 Series C Robbins bonds and 2024 Series
