FOSTER WHEELER LTD. Offer to Exchange up to 19,519,327 Common Shares and 184,188 Series B Convertible Preferred Shares (Liquidation preference $0.01 per preferred Share) for Any and All outstanding Series 1999 C Bonds and Series 1999 D Bonds (as...Foster Wheeler LTD • July 8th, 2004 • Heavy construction other than bldg const - contractors
Enclosed for your consideration are the Prospectus, dated July , 2004, and the related Letter of Transmittal (the "Letter of Transmittal") in connection with the offer by Foster Wheeler Ltd. (the "Company"), to exchange (the "Exchange Offer") its Common Shares (the "Common Shares") and Series B Convertible Preferred Shares (liquidation preference $0.01 per preferred share) (the "Preferred Shares") for any and all outstanding shares of Series 1999 C Bonds and Series 1999 D Bonds (as defined in the Second Amended and Restated Mortgage, Security Agreement, and Indenture of Trust dated as of October 15, 1999 from Village of Robbins, Cook County, Illinois, to SunTrust Bank, Central Florida, National Association, as Trustee) (the "Robbins Bonds"), including, in the case of the 2009 Series C Robbins Bonds and 2024 Series C Robbins Bonds, accrued and unpaid interest, subject to the procedures and limitations described in the Prospectus dated July , 2004 and related Letter of Transmittal. This
ROBBINS BONDS LETTER OF TRANSMITTAL FOSTER WHEELER LTD. Offer to Exchange up to 19,519,327 Common Shares and 184,188 Series B Convertible Preferred Shares (Liquidation preference $0.01 per preferred share) for Any and All Outstanding Series 1999 C...Foster Wheeler LTD • July 8th, 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: William Buckley Phone: (212) 815-5788 Fax: (212) 298-1915 The Bank of New York, London branch c/o The Bank of New York Attention: William Buckley Phone: (212) 815-5788 Fax: (212) 298-1915 The Bank of New York, London branch c/o The Bank of New York ReOrg Unit 101 Barclay Street, Floor 7 East New York, New York 10286 Attention: William Buckley Phone: (212) 815-5788 Fax: (212) 298-1915
LOCK-UP AGREEMENTLock-Up Agreement • July 8th, 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”).
WARRANT AGREEMENTWarrant Agreement • July 8th, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
This Warrant Agreement, dated as of , 2004 (this “Agreement”), is between Foster Wheeler Ltd., a Bermuda company (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Warrant Agent”).
FOSTER WHEELER LLC as Issuer the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION not in its individual capacity but solely as Trustee Indenture Dated as of , 2004 [ ]% Senior Secured Notes Due 2011, Series A [ ]% Senior Secured...Supplemental Indenture • July 8th, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
INDENTURE, dated as of , 2004, between Foster Wheeler LLC, a Delaware limited liability company (the “Company”), the Guarantors party hereto and Wells Fargo Bank, National Association, not in its individual capacity but solely as Trustee.
SIXTH EXTENSION OF COMMITMENTSFoster Wheeler LTD • July 8th, 2004 • Heavy construction other than bldg const - contractors
Reference is made to the Commitment Letter dated February 4, 2004 (as modified by the Extension of Commitments dated April 5, 2004, the Second Extension of Commitments dated April 12, 2004, the Third Extension of Commitments dated May 4, 2004, the Fourth Extension of Commitments dated May 7, 2004 and the Fifth Extension of Commitments dated May 19, 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.
AMENDMENT NO. 4 TO NO-TRANSFER AGREEMENTFoster Wheeler LTD • July 8th, 2004 • Heavy construction other than bldg const - contractors
Reference is made to the No-Transfer Agreement dated April 9, 2004 (as amended by Amendment No. 1 to the No-Transfer Agreement dated May 4, 2004, Amendment No. 2 to the No-Transfer Agreement dated May 7, 2004 and Amendment No. 3 to the No-Transfer Agreement dated May 19, 2004, the “No-Transfer Agreement”), among Foster Wheeler Ltd., a Bermuda Company, Foster Wheeler LLC, a Delaware limited liability company (collectively, the “Companies,” and each, individually, a “Company”) and the signatories thereto (collectively the “Security Holders,” and each, individually, a “Security Holder”). Terms defined in the No-Transfer Agreement are used herein as defined therein.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 8th, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York
THIRD SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of 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.
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 • July 8th, 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 19,519,327 Common Shares and 184,188 Series B Convertible Preferred Shares (Liquidation preference $0.01 preferred share) for Any and All outstanding Series 1999 C Bonds and Series 1999 D Bonds (as defined...Foster Wheeler LTD • July 8th, 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 up to 19,519,327 of its Common Shares (the "Common Shares") and 184,188 of its Series B Convertible Preferred Shares (liquidation preference $0.01 preferred share) (the "Preferred Shares"), and by Foster Wheeler LLC in connection with the related consent solicitation, subject, in each case, to the procedures and limitations described in the Prospectus dated July , 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
