EXHIBIT 4.6






                          Registration Rights Agreement

                                      among

                               FOSTER WHEELER LTD.

                               FOSTER WHEELER LLC

                                       and

                              Lehman Brothers Inc.
                         Banc of America Securities LLC
                          First Union Securities, Inc.



                            DATED AS OF MAY 31, 2001


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          REGISTRATION RIGHTS AGREEMENT,  dated as of May 31, 2001, among Foster
Wheeler  Ltd.,  a company  organized  under the laws of Bermuda  ("FW Ltd.") and
Foster Wheeler LLC, a Delaware Limited  Liability Company ("FW LLC" and together
with FW Ltd.,  the "FW  Parties")  and  Lehman  Brothers  Inc.,  Banc of America
Securities  LLC and First Union  Securities,  Inc.  (collectively,  the "Initial
Purchasers").

          Pursuant to the Purchase  Agreement,  dated May 24, 2001, among Lehman
Brothers Inc. for  themselves  and the other Initial  Purchasers  (the "Purchase
Agreement"),  the Initial Purchasers have agreed to purchase from the FW Ltd. up
to  $200,000,000  ($240,000,000  if the Initial  Purchasers  exercise the option
pursuant  to Section  2(b) of the  Purchase  Agreement  to  purchase  additional
securities in full) in aggregate principal amount of FW Ltd.'s 6.50% Convertible
Subordinated  Notes due 2007 (the "Notes").  The Notes will be convertible  into
fully paid, nonassessable common shares (the "Common Shares") of FW Ltd., on the
terms,  and subject to the  conditions,  set forth in the  Indenture (as defined
herein).  To induce the Initial Purchasers to purchase the Notes, the FW Parties
have agreed to provide the registration rights set forth in this Agreement.

          The parties hereby agree as follows:

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


          Advice: As defined in Section 4(c)(ii) hereof.

          Additional Amounts: As defined in Section 3(a) hereof.

          Affiliate:  As such term is defined  in Rule 405 under the  Securities
     Act.

          Agreement: This Registration Rights Agreement.

          Blue Sky Application: As defined in Section 6(a) hereof.

          Broker-Dealer: Any broker or dealer registered under the Exchange Act.

          Business  Day: A day other than a  Saturday  or Sunday or any  federal
     holiday in the United States.

          Commission: Securities and Exchange Commission.

          Common Shares: As defined in the preamble hereto.

          Damages Payment Date: Each Interest Payment Date. For purposes of this
     Agreement,  if no Notes are outstanding,  "Damages Payment Date" shall mean
     each date that would otherwise be an Interest Payment Date.

          Effectiveness Period: As defined in Section 2(a)(iii) hereof.

          Effectiveness Target Date: As defined in Section 2(a)(ii) hereof.





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          Exchange Act: Securities Exchange Act of 1934, as amended.

          Holder:  A  Person  who  owns,  beneficially  or  otherwise,  Transfer
     Restricted Securities.

          Indemnified Holder: As defined in Section 6(a) hereof.

          Indenture:  The  Indenture,  dated as of May 29,  2001,  among  the FW
     Parties and BNY Midwest Trust Company, as trustee (the "Trustee"), pursuant
     to which the Notes are to be issued, as such Indenture is amended, modified
     or supplemented from time to time in accordance with the terms thereof.

          Initial Purchasers: As defined in the preamble hereto.

          Interest Payment Date: As defined in the Indenture.

          Majority  of  Holders:  Holders  holding  more  than 50% in  aggregate
     principal  amount of the Notes  outstanding at the time of determination of
     the  Majority of Holders;  provided,  however,  that,  for purposes of this
     definition, a holder of Common Shares which constitutes Transfer Restricted
     Securities  that were  previously  issued upon conversion of Notes shall be
     deemed to hold an aggregate  principal  amount of Notes (in addition to the
     principal  amount of Notes held by such holder) equal to the product of (x)
     the number of such shares of Common  Shares held by such holder and (y) the
     prevailing  conversion price, such prevailing  conversion price as adjusted
     in accordance with Section 12.4 of the Indenture.

          NASD: National Association of Securities Dealers, Inc.

          Notes: As defined in the preamble hereto.

          Person:  An  individual,  partnership,   corporation,   unincorporated
     organization,   limited  liability  company,  trust,  joint  venture  or  a
     government or agency or political subdivision thereof.

          Prospectus: The prospectus included in a Shelf Registration Statement,
     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.

          Questionnaire Deadline: As defined in Section 2(b) hereof.

          Record Holder:  With respect to any Damages  Payment Date, each Person
     who is a Holder on the record  date with  respect to the  Interest  Payment
     Date on which such Damages Payment Date shall occur.

          Registration Default: As defined in Section 3(a) hereof.


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<PAGE>

          Sale Notice: As defined in Section 4(e) hereof.

          Securities Act: Securities Act of 1933, as amended.

          Shelf Filing Deadline: As defined in Section 2(a)(i) hereof.

          Shelf Registration Statement: As defined in Section 2(a)(i) hereof.

          Suspension Period. As defined in Section 4(b)(i) hereof.

          TIA:  Trust  Indenture  Act of  1939,  as in  effect  on the  date the
     Indenture is qualified under the TIA.

          Transfer  Restricted  Securities:  Each Note and each  share of Common
     Shares issued upon conversion of Notes until the earliest to occur of:

               (i) the date on which such Note or such Common Shares issued upon
          conversion has been  effectively  registered  under the Securities Act
          and disposed of in accordance with the Shelf Registration Statement;

               (ii) the date on which  such Note or such  Common  Shares  issued
          upon  conversion (A) has been  transferred in compliance with Rule 144
          under the Securities Act or (B) may be sold or transferred pursuant to
          Rule 144  under  the  Securities  Act  without  regard  to the  volume
          limitations  thereof (or any other similar  provision  then in force);
          and

               (iii) the date on which such Note or such  Common  Shares  issued
          upon  conversion  ceases  to be  outstanding  (whether  as a result of
          redemption, repurchase and cancellation, conversion or otherwise).

          Underwritten  Registration or Underwritten Offering: A registration in
     which the Notes or the Common Shares  received upon conversion of the Notes
     are sold to an underwriter for reoffering to the public; provided, however,
     that such  registration  or  offering  shall be made no more than two times
     under this Agreement and shall be for an offering of at least $40,000,000.

          2. Shelf Registration.

          (a) The FW Parties shall:

               (i) not later than 90 days after the  earliest  date of  original
          issuance of any of the Notes (the "Shelf  Filing  Deadline"),  cause a
          registration  statement  to be filed  pursuant  to Rule 415  under the
          Securities  Act (the  "Shelf  Registration  Statement"),  which  Shelf
          Registration  Statement  shall  provide  for  resales of all  Transfer
          Restricted   Securities   held  by  Holders  that  have  provided  the
          information required pursuant to the terms of Section 2(b) hereof;


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<PAGE>

               (ii) use their reasonable efforts to cause the Shelf Registration
          Statement to be declared effective by the Commission as promptly as is
          practicable  but in no event  later than 180 days  after the  earliest
          date of  original  issuance  of any of the Notes  (the  "Effectiveness
          Target Date"); and

               (iii) use their reasonable efforts to keep the Shelf Registration
          Statement continuously effective, supplemented and amended as required
          by the  provisions  of Section 4(b) hereof to the extent  necessary to
          ensure  that:  (A) it is  available  for  resales  by the  Holders  of
          Transfer  Restricted  Securities  entitled  to  the  benefit  of  this
          Agreement and (B) it conforms with the  requirements of this Agreement
          and the Securities Act and the rules and regulations of the Commission
          promulgated  thereunder as announced  from time to time,  for a period
          (the "Effectiveness Period") until the earliest of:

                    (1) two years  following the last date of original  issuance
               of any of the Notes; or

                    (2) the date when the  Holders  of the Notes and the  common
               shares issuable upon conversion of the Notes are able to sell all
               such securities  immediately without restriction  pursuant to the
               volume  limitation  provisions  of Rule 144 under the  Securities
               Act; or

                    (3) the date when all of the Notes and  Common  Shares  into
               which the Notes are convertible that are owned by the Holders who
               complete   and   deliver   in  a  timely   manner   the   selling
               securityholder  election  and  questionnaire  attached  hereto as
               Exhibit A are ---------  registered under the Shelf  Registration
               Statement and sold in accordance with it.

          (b) Not less than 30 calendar days prior to the  effectiveness  of the
Shelf   Registration   Statement,   the  FW  Parties  shall  mail  the  form  of
questionnaire  attached  hereto as  Exhibit A to each  Holder,  and no Holder of
Transfer  Restricted  Securities  may  include  any of its  Transfer  Restricted
Securities in the Shelf Registration Statement pursuant to this Agreement unless
such  Holder  furnishes  to the FW Parties in  writing,  prior to or on the 20th
calendar day after receipt of a request therefor (the "Questionnaire Deadline"),
such information as the FW Parties may reasonably  request for use in connection
with the Shelf  Registration  Statement or Prospectus or preliminary  Prospectus
included  therein  and in any  application  to be  filed  with  or  under  state
securities  laws. In  connection  with all such  requests for  information  from
Holders of Transfer  Restricted  Securities,  the FW Parties  shall  notify such
Holders of the  requirements set forth in the preceding  sentence.  No Holder of
Transfer Restricted  Securities shall be entitled to Additional Amounts pursuant
to Section 3 hereof unless such Holder shall have  provided all such  reasonably
requested information prior to or on the Questionnaire  Deadline. Each Holder as
to which the Shelf  Registration  Statement is being effected  agrees to furnish
promptly to the FW Parties all information  required to be disclosed in order to
make  information  previously  furnished  to the FW Parties  by such  Holder not
materially misleading.


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<PAGE>

          3. Additional Amounts.

          (a) If:

               (i) the  Shelf  Registration  Statement  is not  filed  with  the
          Commission prior to or on the Shelf Filing Deadline;

               (ii) the  Shelf  Registration  Statement  has not  been  declared
          effective by the Commission  prior to or on the  Effectiveness  Target
          Date;

               (iii) subject to the provisions of Section  4(b)(i)  hereof,  the
          Shelf  Registration  Statement  is filed and declared  effective  but,
          during  the  Effectiveness   Period,  shall  thereafter  cease  to  be
          effective or fail to be usable for its intended  purpose without being
          succeeded  within ten Business Days by a  post-effective  amendment to
          the Shelf Registration Statement or a report filed with the Commission
          pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that
          cures such failure and, in the case of a post-effective  amendment, is
          itself immediately declared effective; or

               (iv) prior to or on the 45th or 60th day,  as the case may be, of
          any Suspension Period, such suspension has not been terminated,

(each  such  event  referred  to  in  foregoing  clauses  (i)  through  (iv),  a
"Registration  Default"),  the FW Parties hereby jointly and severally  agree to
pay the following additional amounts ("Additional  Amounts") with respect to the
Transfer  Restricted  Securities for which the Holders thereof have provided the
information  under the terms of Section 2(b) hereof,  from and including the day
following  the  Registration  Default up to but  excluding  the day on which the
Registration Default has been cured:

                    (A) in respect of the Notes,  to each  holder of Notes,  (x)
               with  respect  to  the  first  60-day   period   during  which  a
               Registration Default shall have occurred and be continuing, in an
               amount per year  equal to an  additional  0.25% of the  principal
               amount  of  the  Notes,  and  (y)  with  respect  to  the  period
               commencing  on the 61st day  following  the day the  Registration
               Default shall have occurred and be  continuing,  in an amount per
               year equal to an additional  0.50% of the principal amount of the
               Notes;  provided that in no event shall Additional Amounts accrue
               at a rate per year exceeding 0.50% of the principal amount of the
               Notes; and

                    (B) in respect of any Common Shares  issued upon  conversion
               of Notes, to each holder of such Common Shares,  (x) with respect
               to the first 60-day period in which a Registration  Default shall
               have occurred and be  continuing,  in an amount per year equal to
               0.25% of the principal  amount of the Notes  converted  into such
               Common Shares,  and (y) with respect to the period commencing the
               61st day  following the day the  Registration  Default shall have
               occurred and be continuing,  in an amount per year equal


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<PAGE>

               to 0.50% of the principal amount of the Notes converted into such
               Common  Shares;  provided,   however,  that  in  no  event  shall
               Additional  Amounts accrue at a rate per year exceeding  0.50% of
               the  principal  amount of the Notes  converted  into such  Common
               Shares.

          (b) All accrued  Additional Amounts shall be paid in arrears to Record
Holders by the FW Parties on each  Damages  Payment  Date in the same  manner as
interest  is  payable  pursuant  to  the  Notes.   Following  the  cure  of  all
Registration  Defaults  relating to any particular  Note or Common Shares issued
upon conversion of Notes, the accrual of Additional Amounts with respect to such
Note or such Common Shares shall cease.

          All  obligations  of the FW Parties  set forth in this  Section 3 with
respect to any Transfer  Restricted Security at the time such security ceases to
be a Transfer  Restricted  Security  shall  survive  until such time as all such
obligations  with respect to such Transfer  Restricted  Security shall have been
satisfied in full.

          The Additional  Amounts set forth above shall be the exclusive  remedy
available  to the Holders of Transfer  Restricted  Securities  for  Registration
Defaults.

          4. Registration Procedures.

          (a) In  connection  with  the  Shelf  Registration  Statement,  the FW
Parties  shall comply with all the  provisions  of Section 4(b) hereof and shall
use their reasonable  efforts to effect such  registration to permit the sale of
the Transfer Restricted Securities being sold thereunder,  and pursuant thereto,
shall as  expeditiously  as  practicable  prepare and file with the Commission a
Shelf  Registration  Statement  relating to the  registration on any appropriate
form under the Securities Act.

          (b) In  connection  with  the  Shelf  Registration  Statement  and any
Prospectus  required by this  Agreement to permit the sale or resale of Transfer
Restricted Securities, the FW Parties shall:

               (i)  Subject to any notice by the FW Parties in  accordance  with
          this  Section  4(b) of the  existence of any fact or event of the kind
          described in Section  4(b)(iii)(C),  use their  reasonable  efforts to
          keep the Shelf Registration  Statement  continuously  effective during
          the Effectiveness  Period; upon the occurrence of any event that would
          cause the Shelf  Registration  Statement or the  Prospectus  contained
          therein (A) to contain a material  misstatement or omission or (B) not
          be  effective  and  usable  for  the  resale  of  Transfer  Restricted
          Securities during the Effectiveness  Period, the FW Parties shall file
          promptly an appropriate amendment to the Shelf Registration  Statement
          or a report  filed with the  Commission  pursuant  to  Section  13(a),
          13(c),  14 or 15(d) of the  Exchange  Act,  in the case of clause (A),
          correcting  any such  misstatement  or  omission,  and, in the case of
          either clause (A) or (B), use their  reasonable  efforts to cause such
          amendment  to  be  declared   effective  and  the  Shelf  Registration
          Statement  and the  related  Prospectus  to  become  usable  for their
          intended purposes as soon as practicable  thereafter.


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          Notwithstanding  the  foregoing,   the  FW  Parties  may  suspend  the
          effectiveness of the Shelf Registration Statement by written notice to
          the Holders for a period not to exceed an  aggregate of 45 days in any
          90-day period (each such period, a "Suspension Period") if:

                    (x) an event occurs and is  continuing  as a result of which
               the  Shelf  Registration  Statement  would,  in the  FW  Parties'
               reasonable  judgment,  contain an untrue  statement of a material
               fact or omit to  state a  material  fact  required  to be  stated
               therein  or  necessary  to  make  the   statements   therein  not
               misleading; and

                    (y) the FW Parties reasonably  determine that the disclosure
               of such event at such time would have a material  adverse  effect
               on the  business  of FW Ltd.  (and its  subsidiaries,  taken as a
               whole);

          provided,  however,  that in the event  the  disclosure  relates  to a
          previously   undisclosed   proposed  or  pending   material   business
          transaction,  the  disclosure  of which  would  impede the FW Parties'
          ability to consummate  such  transaction,  the FW Parties may extend a
          Suspension  Period from 45 days to 60 days;  provided,  however,  that
          Suspension  Periods  shall not exceed an  aggregate of 120 days in any
          360-day period.

               (ii) Except during a Suspension  Period, (A) use their reasonable
          efforts to prepare and file with the  Commission  such  amendments and
          post-effective  amendments to the Shelf Registration  Statement as may
          be necessary to keep the Shelf Registration Statement effective during
          the Effectiveness  Period; (B) cause the Prospectus to be supplemented
          by any required  Prospectus  supplement,  and as so supplemented to be
          filed  pursuant to Rule 424 under the  Securities  Act,  and to comply
          fully with the  applicable  provisions of Rules 424 and 430A under the
          Securities Act in a timely manner;  and (C) comply with the provisions
          of  the  Securities  Act  with  respect  to  the  disposition  of  all
          securities  covered  by the Shelf  Registration  Statement  during the
          applicable period in accordance with the intended method or methods of
          distribution   by  the   sellers   thereof  set  forth  in  the  Shelf
          Registration Statement or supplement to the Prospectus.

               (iii)  Advise the  underwriter(s),  if any,  and selling  Holders
          promptly  (but  in any  event  within  five  Business  Days)  and,  if
          requested by such Persons, to confirm such advice in writing:

                    (A) when the  Prospectus  or any  Prospectus  supplement  or
               post-effective amendment has been filed, and, with respect to the
               Shelf  Registration  Statement  or any  post-effective  amendment
               thereto, when the same has become effective,

                    (B) of the  issuance  by the  Commission  of any stop  order
               suspending the effectiveness of the Shelf Registration  Statement
               under  the


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               Securities  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,
               or

                    (C) except during a Suspension  Period,  of the existence of
               any fact or the happening of any event,  during the Effectiveness
               Period,  that makes any  statement of a material fact made in the
               Shelf 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 Shelf Registration  Statement or the Prospectus
               in order to make the statements therein not misleading.

               (iv) If at any time the  Commission  shall  issue any stop  order
          suspending the effectiveness of the Shelf 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,  use their  reasonable  efforts to obtain
          the withdrawal or lifting of such order at the earliest possible time.

               (v) Furnish to each of the selling  Holders  upon request by such
          selling  Holders  and to each of the  underwriter(s),  if any,  before
          filing with the Commission, a copy of the Shelf Registration Statement
          and copies of any  Prospectus  included  therein or any  amendments or
          supplements to the Shelf  Registration  Statement or Prospectus (other
          than documents  incorporated  by reference after the initial filing of
          the Shelf Registration Statement),  which documents will be subject to
          the review of such Holders and underwriter(s), if any, for a period of
          at least three  Business  Days after the receipt  thereof,  and the FW
          Parties will not file the Shelf  Registration  Statement or Prospectus
          or any amendment or supplement to the Shelf Registration  Statement or
          Prospectus (other than documents incorporated by reference) to which a
          selling Holder of Transfer Restricted  Securities covered by the Shelf
          Registration Statement or the underwriter(s), if any, shall reasonably
          object  within  three  Business  Days after the receipt  thereof.  The
          objection of a selling Holder or underwriter,  if any, shall be deemed
          to be  reasonable  if the  Shelf  Registration  Statement,  amendment,
          Prospectus  or  supplement,  as  applicable,  as proposed to be filed,
          contains a material  misstatement  or  omission  required to be stated
          therein or necessary to make the  statements  therein,  in the case of
          the  Prospectus  in light of the  circumstances  under which they were
          made, not misleading.

               (vi)  If  reasonably  requested  by any  selling  Holders  or the
          underwriter(s),  if any,  within ten business days  incorporate in the
          Shelf Registration  Statement or Prospectus,  pursuant to a supplement
          or  post-effective  amendment if necessary,  such  information as such
          selling  Holders  and  underwriter(s),  if any,  may from time to time
          reasonably  request  to  have  included  therein,  including,  without
          limitation:   (A)   information   concerning   such   Holder  and  the
          underwriter(s),   if  any,  and  the


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          distribution of the Transfer Restricted  Securities of such Holders or
          underwriters(s),  if any;  (B)  information  relating  to the "Plan of
          Distribution" of the Transfer Restricted  Securities;  (C) information
          with  respect  to the  principal  amount  of Notes or number of shares
          Common  Shares  being sold to such  underwriter(s);  (D) the  purchase
          price being paid therefor;  and (E) any other terms of the offering of
          the Transfer  Restricted  Securities to be sold in such offering,  and
          make  all  required   filings  of  such   Prospectus   supplement   or
          post-effective  amendment as soon as reasonably  practicable after the
          FW Parties  are  notified of the  matters to be  incorporated  in such
          Prospectus supplement or post-effective amendment.

               (vii)   Furnish   to  each   selling   Holder  and  each  of  the
          underwriter(s), if any, without charge, at least one copy of the Shelf
          Registration  Statement,  as first filed with the  Commission,  and of
          each  amendment  thereto (and as such Person may request any documents
          incorporated  by  reference  therein or exhibits  thereto (or exhibits
          incorporated in such exhibits by reference)).

               (viii)   Deliver  to  each   selling   Holder  and  each  of  the
          underwriter(s),  if  any,  without  charge,  as  many  copies  of  the
          Prospectus  (including each preliminary  prospectus) and any amendment
          or supplement thereto as such Persons reasonably may request;  subject
          to any notice by the FW Parties in  accordance  with this Section 4(b)
          of the existence of any fact or event of the kind described in Section
          4(b)(iii)(C),  the  FW  Parties  hereby  consent  to  the  use  of the
          Prospectus  and any  amendment  or  supplement  thereto by each of the
          selling Holders and each of the underwriter(s),  if any, in connection
          with the offering and the sale of the Transfer  Restricted  Securities
          covered by the Prospectus or any amendment or supplement thereto.

               (ix)  If an  underwriting  agreement  is  entered  into  and  the
          registration is an Underwritten Registration, the FW Parties shall:

                    (A) upon  request,  furnish to each selling  Holder and each
               underwriter,  if any,  in such  substance  and  scope as they may
               reasonably  request  and as are  customarily  made by  issuers to
               underwriters in primary underwritten offerings,  upon the date of
               closing  of any  sale of  Transfer  Restricted  Securities  in an
               Underwritten Registration:

                         (1) a  certificate,  dated  the  date of such  closing,
                    signed by a Chief Executive  Officer and the Chief Financial
                    Officer of FW Ltd.  confirming,  as of the date thereof, the
                    matters set forth in Section 8(j) of the Purchase Agreement;

                         (2) opinions,  each dated the date of such closing,  of
                    counsel to the FW Parties  covering  such of the  matters as
                    are customarily covered in legal opinions to underwriters in
                    connection   with   primary   underwritten    offerings   of
                    securities;


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                         (3) customary  comfort letters,  dated the date of such
                    closing,  from the  independent  accountants of FW Ltd. (and
                    from any other  accountants  whose  report is  contained  or
                    incorporated   by  reference   in  the  Shelf   Registration
                    Statement),  in the customary  form and covering  matters of
                    the  type   customarily   covered  in  comfort   letters  to
                    underwriters   in  connection   with  primary   underwritten
                    offerings of securities; and

                         (4) a  certificate  of the Chief  Financial  Officer of
                    Foster   Wheeler   Corporation,   in  form   and   substance
                    satisfactory  to such selling Holder  containing  statements
                    and  information  of the type  satisfactory  to such selling
                    with respect to "backlog" numbers in the Prospectus.

                    (B) set forth in full in the underwriting agreement, if any,
               indemnification provisions and procedures which provide rights no
               less  protective  than those set forth in  Section 6 hereof  with
               respect to all parties to be indemnified; and

                    (C) deliver such other documents and  certificates as may be
               reasonably  requested by such parties to evidence compliance with
               clause (A) above and with any customary  conditions  contained in
               the underwriting agreement or other agreement entered into by the
               selling Holders pursuant to this clause (x).

               (x) Before any public offering of Transfer Restricted Securities,
          cooperate with the selling Holders,  the  underwriter(s),  if any, and
          their  respective  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 or  underwriter(s),  if any, 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 Shelf  Registration  Statement;  provided,
          however,  that the FW Parties shall not be required (A) to register or
          qualify as a foreign  corporation or a dealer of securities where they
          are not now so qualified or to take any action that would subject them
          to the service of process in any  jurisdiction  where they are not now
          so  subject  or (B) to  subject  themselves  to  taxation  in any such
          jurisdiction if they are not now so subject.

               (xi) Cooperate with the selling  Holders and the  underwriter(s),
          if  any,  to  facilitate  the  timely   preparation  and  delivery  of
          certificates  representing  Transfer Restricted  Securities to be sold
          and not bearing any restrictive legends (unless required by applicable
          securities laws) and enable such Transfer Restricted  Securities to be
          in such  denominations  and registered in such names as the Holders or
          the  underwriter(s),  if any, may request at least two  Business  Days
          before  any  sale  of  Transfer  Restricted  Securities  made  by such
          underwriter(s).


                                       10


<PAGE>

               (xii)  Use  their  reasonable   efforts  to  cause  the  Transfer
          Restricted  Securities covered by the Shelf Registration  Statement to
          be  registered  with or  approved  by  such  other  U.S.  governmental
          agencies or  authorities  as may be  necessary to enable the seller or
          sellers  thereof or the  underwriter(s),  if any,  to  consummate  the
          disposition of such Transfer Restricted Securities.

               (xiii) Subject to Section  4(b)(i)  hereof,  if any fact or event
          contemplated  by  Section  4(b)(iii)(C)  hereof  shall  exist  or have
          occurred,  use their  reasonable  efforts to prepare a  supplement  or
          post-effective  amendment  to  the  Shelf  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
          will not  contain an 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.

               (xiv)  Provide   CUSIP   numbers  for  all  Transfer   Restricted
          Securities not later than the effective date of the Shelf Registration
          Statement   and  provide  the  Trustee   under  the   Indenture   with
          certificates  for the Notes that are in a form  eligible  for  deposit
          with The Depository Trust Company.

               (xv) Cooperate and assist in any filings required to be made with
          the NASD and in the performance of any due diligence  investigation by
          any underwriter that is required to be retained in accordance with the
          rules and regulations of the NASD.

               (xvi) Otherwise use their  reasonable  efforts to comply with all
          applicable  rules and  regulations of the Commission and all reporting
          requirements under the rules and regulations of the Exchange Act.

               (xvii)  Cause the  Indenture  to be  qualified  under the TIA not
          later  than the  effective  date of the Shelf  Registration  Statement
          required by this Agreement,  and, in connection  therewith,  cooperate
          with the Trustee  and the  holders of Notes 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 their
          reasonable  efforts to cause the  Trustee  thereunder  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) Cause all Common Shares  issuable upon the  conversion of
          the Transfer  Restricted  Securities covered by the Shelf Registration
          Statement  to be  listed  or  quoted,  as the  case  may  be,  on each
          securities  exchange or automated  quotation  system on which  similar
          securities issued by any of the FW Parties are then listed or quoted.


                                       11


<PAGE>

               (xix) Provide  promptly to each Holder upon written  request each
          document filed with the  Commission  pursuant to the  requirements  of
          Section 13 and Section 15 of the Exchange Act after the effective date
          of the Shelf Registration Statement.

               (xx) In connection with an Underwritten  Offering,  if reasonably
          requested by the  underwriters,  make  appropriate  officers of the FW
          Parties  reasonably  available to the  underwriters  for meetings with
          prospective  purchasers  of the  Transfer  Restricted  Securities  and
          prepare  and  present to  potential  investors  customary  "road show"
          material  in a manner  consistent  with other new  issuances  of other
          securities similar to the Transfer Restricted Securities.

          (c)  Each  Holder  agrees  by  acquisition  of a  Transfer  Restricted
Security  that,  upon receipt of any notice from the FW Parties of the existence
of any fact of the kind described in Section  4(b)(iii)(C)  hereof,  such Holder
will,  and will use its  reasonable  efforts to cause any  underwriter(s)  in an
Underwritten  Offering  to,  (A) hold  any such  notice  in  confidence  and (B)
forthwith discontinue  disposition of Transfer Restricted Securities pursuant to
the Shelf Registration Statement until:

               (i) such  Holder  has  received  copies  of the  supplemented  or
          amended Prospectus contemplated by Section 4(b)(xiii) hereof; or

               (ii) such Holder is advised in writing  (the  "Advice") by the FW
          Parties  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.

If so directed by the FW Parties, each Holder will deliver to the FW Parties (at
the FW Parties'  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 such notice of suspension.

          (d) Each  Holder who  intends  to be named as a selling  Holder in the
Shelf Registration Statement shall furnish to the FW Parties in writing,  within
20  Business  Days  after  receipt  of a  request  therefor  as set  forth  in a
questionnaire,   such  information   regarding  such  Holder  and  the  proposed
distribution  by such Holder of its  Transfer  Restricted  Securities  as the FW
Parties may reasonably request for use in connection with the Shelf Registration
Statement or Prospectus or preliminary Prospectus included therein. (The form of
the questionnaire is attached hereto as Exhibit A.) Holders that do not complete
the questionnaire and deliver it to the FW Parties shall not be named as selling
securityholders  in the  Prospectus or  preliminary  Prospectus  included in the
Shelf  Registration  Statement and therefore  shall not be permitted to sell any
Transfer  Restricted  Securities  pursuant to the Shelf Registration  Statement.
Each  Holder  who  intends  to  be  named  as a  selling  Holder  in  the  Shelf
Registration  Statement shall promptly furnish to the FW Parties in writing such
other information as the FW Parties may from time to time reasonably  request in
writing.


                                       12


<PAGE>

          (e) Upon the effectiveness of the Shelf Registration  Statement,  each
Holder  shall  notify the FW Parties at least three  Business  Days prior to any
intended  distribution of Transfer  Restricted  Securities pursuant to the Shelf
Registration  Statement (a "Sale  Notice"),  which notice shall be effective for
five Business Days. Each Holder of this Security,  by accepting the same, agrees
to hold any  communication  by the FW Parties in  response  to a Sale  Notice in
confidence.

          5. Registration Expenses.

          (a)  All  expenses  incident  to the  FW  Parties'  performance  of or
compliance  with this Agreement  shall be borne by the FW Parties  regardless of
whether a Shelf  Registration  Statement becomes effective,  including,  without
limitation:

               (i) all  registration  and filing  fees and  expenses  (including
          filings made by any Initial Purchasers or Holders with the NASD);

               (ii) all fees and expenses of compliance with federal  securities
          and state Blue Sky or securities laws;

               (iii)  all   expenses   of   printing   (including   printing  of
          Prospectuses  and  certificates  for Common  Shares to be issued  upon
          conversion  of  the  Notes),   messenger  and  delivery  services  and
          telephone;

               (iv) all fees and disbursements of counsel to the FW Parties and;

               (v) all  application  and filing fees in connection  with listing
          (or  authorizing  for  quotation)  the  Common  Shares  on a  national
          securities  exchange or  automated  quotation  system  pursuant to the
          requirements hereof; and

               (vi) all fees and  disbursements of independent  certified public
          accountants  of the FW Parties  (including the expenses of any special
          audit  and   comfort   letters   required   by  or  incident  to  such
          performance).

          (b) The FW  Parties  shall bear their  internal  expenses  (including,
without  limitation,  all salaries and expenses of their  officers and employees
performing legal,  accounting or other duties), the expenses of any annual audit
and the fees and expenses of any Person, including special experts,  retained by
the FW Parties.  Nothing  herein shall mean that the FW Parties are  responsible
for the payment of any fees or commissions of the  underwriters or underwriters'
counsel in connection with an Underwritten Offering.

          6. Indemnification and Contribution.

          (a) The FW Parties shall,  jointly and  severally,  indemnify and hold
harmless each Holder,  such Holder's  officers and employees and each person, if
any, who controls such Holder within the meaning of the Securities Act (each, an
"Indemnified  Holder"),  from and against any loss, claim,  damage or liability,
joint or several, or any action in respect thereof  (including,  but not limited
to, any loss,  claim,  damage,  liability  or action  relating to resales of the
Transfer  Restricted


                                       13


<PAGE>

Securities), to which such Indemnified Holder may become subject, insofar as any
such loss, claim, damage, liability or action arises out of, or is based upon:

               (i)  any  untrue  statement  or  alleged  untrue  statement  of a
          material  fact  contained  in  the  Shelf  Registration  Statement  or
          Prospectus or any amendment or supplement thereto; or

               (ii) the  omission  or  alleged  omission  to state  therein  any
          material fact  required to be stated  therein or necessary to make the
          statements  therein,  in light of the  circumstances  under which they
          were made, not misleading,

and shall reimburse each  Indemnified  Holder promptly upon demand for any legal
or other expenses  reasonably  incurred by such Indemnified Holder in connection
with  investigating  or defending or preparing to defend  against any such loss,
claim,  damage,  liability or action as such  expenses are  incurred;  provided,
however,  that the FW Parties shall not be liable in any such case to the extent
that any such loss,  claim,  damage,  liability  or action  arises out of, or is
based upon,  any untrue  statement  or alleged  untrue  statement or omission or
alleged  omission  made in the Shelf  Registration  Statement or  Prospectus  or
amendment or supplement  thereto in reliance upon and in conformity with written
information  furnished  to the FW  Parties by or on behalf of any Holder (or its
related  Indemnified  Holder)   specifically  for  use  therein.  The  foregoing
indemnity  agreement  is in addition to any  liability  which the FW Parties may
otherwise have to any Indemnified Holder.

          (b) Each Holder,  severally and not jointly,  shall indemnify and hold
harmless the FW Parties and their  officers,  directors,  managers and employees
and each person,  if any, who controls any of the FW Parties  within the meaning
of the Securities  Act, from and against any loss,  claim,  damage or liability,
joint or several,  or any action in respect thereof,  to which the FW Parties or
any such officer,  director,  manager, employee or controlling person may become
subject,  insofar as any such loss, claim,  damage or liability or action arises
out of, or is based upon:

               (i) any untrue  statement  or  alleged  untrue  statement  of any
          material  fact  contained  in  the  Shelf  Registration  Statement  or
          Prospectus or any amendment or supplement thereto; or

               (ii) the  omission or the alleged  omission to state  therein any
          material fact  required to be stated  therein or necessary to make the
          statements  therein,  in light of the  circumstances  under which they
          were made, not misleading,

but in each case only to the extent that such untrue statement or alleged untrue
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity with written information  furnished to the FW Parties by or on behalf
of such Holder (or its related Indemnified Holder) specifically for use therein,
and shall  reimburse  the FW Parties and any such  officer,  director,  manager,
employee  or  controlling  person  promptly  upon  demand for any legal or other
expenses  reasonably  incurred by the FW Parties or any such officer,  director,
manager,  employee or controlling  person in connection  with  investigating  or
defending or preparing to defend against


                                       14


<PAGE>

any such loss, claim, damage, liability or action as such expenses are incurred.
The  foregoing  indemnity  agreement is in addition to any  liability  which any
Holder may  otherwise  have to the FW Parties  and any such  officer,  director,
manager, employee or controlling person.

          (c) Promptly after receipt by an indemnified  party under this Section
6 of notice of any claim or the  commencement  of any  action,  the  indemnified
party  shall,  if a  claim  in  respect  thereof  is  to  be  made  against  the
indemnifying  party  under this  Section 6,  notify  the  indemnifying  party in
writing of the claim or the commencement of that action; provided, however, that
the  failure  to notify the  indemnifying  party  shall not  relieve it from any
liability  which it may have  under  this  Section 6 except to the extent it has
been  materially  prejudiced by such failure;  and provided,  further,  that the
failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified  party  otherwise than under this Section 6.
If any such claim or action shall be brought against an indemnified  party,  and
it shall notify the indemnifying party thereof,  the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes,  jointly with
any other similarly notified  indemnifying  party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from
the  indemnifying  party to the indemnified  party of its election to assume the
defense of such claim or action,  the indemnifying  party shall not be liable to
the  indemnified  party  under  this  Section 6 for any legal or other  expenses
subsequently  incurred by the  indemnified  party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that if
a Majority of Holders shall have  reasonably  concluded that there may be one or
more legal defenses available to them and their respective  officers,  employees
and controlling persons that are different from or additional to those available
to the FW  Parties  and  their  officers,  directors,  managers,  employees  and
controlling  persons,  the  reasonable  fees and  expenses of a single  separate
counsel shall be paid by the FW Parties. No indemnifying party shall:

               (i) without the prior written consent of the indemnified  parties
          (which consent shall not be  unreasonably  withheld or delayed) settle
          or  compromise or consent to the entry of any judgment with respect to
          any pending or threatened claim, action, suit or proceeding in respect
          of which  indemnification  or  contribution  may be  sought  hereunder
          (whether  or not the  indemnified  parties  are  actual  or  potential
          parties to such claim or action) unless such settlement, compromise or
          consent  includes an unconditional  release of each indemnified  party
          from  all  liability  arising  out of  such  claim,  action,  suit  or
          proceeding,  or

               (ii) be liable for any  settlement  of any such  action  effected
          without its written  consent (which consent shall not be  unreasonably
          withheld or delayed),  but if settled  with its written  consent or if
          there be a final  judgment for the  plaintiff in any such action,  the
          indemnifying   party  agrees  to  indemnify   and  hold  harmless  any
          indemnified  party from and against any loss or liability by reason of
          such settlement or judgment.

          (d) If the  indemnification  provided  for in this Section 6 shall for
any reason be unavailable or insufficient to hold harmless an indemnified  party
under  Section 6(a) or 6(b) in respect of any loss,  claim,  damage or liability
(or action in respect  thereof)  referred to therein,  each  indemnifying  party
shall, in lieu of indemnifying such indemnified party,  contribute to the


                                       15


<PAGE>

amount  paid or  payable  by such  indemnified  party as a result of such  loss,
claim, damage or liability (or action in respect thereof):

               (i) in such  proportion as is appropriate to reflect the relative
          benefits  received by the FW Parties from the offering and sale of the
          Transfer  Restricted  Securities  on the one hand  and a  Holder  with
          respect  to  the  sale  by  such  Holder  of the  Transfer  Restricted
          Securities on the other, or

               (ii)  if the  allocation  provided  by  clause  (6)(d)(i)  is not
          permitted by applicable  law, in such  proportion as is appropriate to
          reflect not only the relative  benefits  referred to in clause 6(d)(i)
          but also the relative  fault of the FW Parties on the one hand and the
          Holder on the other in connection  with the statements or omissions or
          alleged  statements or alleged  omissions  that resulted in such loss,
          claim, damage or liability (or action in respect thereof),  as well as
          any other relevant equitable considerations.

The relative benefits received by the FW Parties on the one hand and a Holder on
the other with  respect to such  offering and such sale shall be deemed to be in
the same  proportion  as the total net  proceeds  from the offering of the Notes
purchased under the Purchase  Agreement (before deducting  expenses) received by
the FW Parties,  on the one hand,  bear to the total  proceeds  received by such
Holder  with  respect  to its  sale  or  proposed  sale of  Transfer  Restricted
Securities on the other.  The relative  fault of the parties shall be determined
by  reference  to whether the untrue or alleged  untrue  statement of a material
fact or the  omission or alleged  omission to state a material  fact  relates to
information  supplied  by the FW Parties  on the one hand or the  Holders on the
other,  the  intent of the  parties  and  their  relative  knowledge,  access to
information  and  opportunity  to correct or prevent such statement or omission.
Each of the FW  Parties  and each  Holder  agree  that it would  not be just and
equitable  if the amount of  contribution  pursuant  to this  Section  6(d) were
determined by pro rata allocation or by any other method of allocation that does
not take into  account  the  equitable  considerations  referred to in the first
sentence of this  paragraph  (d).  The amount paid or payable by an  indemnified
party as a result of the loss, claim, damage or liability,  or action in respect
thereof,  referred to above in this  Section 6 shall be deemed to  include,  for
purposes of this Section 6, any legal or other expenses  reasonably  incurred by
such  indemnified  party  in  connection  with  investigating  or  defending  or
preparing to defend any such action or claim.  Notwithstanding the provisions of
this Section 6, no Holder shall be required to  contribute  any amount in excess
of the  amount  by  which  the  total  price at which  the  Transfer  Restricted
Securities  purchased by it were resold  exceeds the amount of any damages which
such  Holder  has  otherwise  been  required  to pay by reason of any  untrue or
alleged untrue  statement or omission or alleged  omission.  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.  The  Holders'  obligations  to
contribute as provided in this Section 6(d) are several and not joint.

          7. Rule 144A.  In the event  neither  FW Ltd.  or FW LLC is subject to
Section 13 or 15(d) of the Exchange  Act, each of them hereby  covenants  agrees
with each  Holder,  for so long as any  Transfer  Restricted  Securities  remain
outstanding,  to make  available to any Holder or  beneficial  owner of Transfer
Restricted  Securities in connection  with any sale thereof and any


                                       16


<PAGE>

prospective purchaser of such Transfer Restricted Securities from such Holder or
beneficial  owner,  the  information  required  by  Rule  144A(d)(4)  under  the
Securities Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A.

          8.  Participation  in  Underwritten   Registrations.   No  Holder  may
participate in any  Underwritten  Registration  hereunder unless at least 20% of
the Holders of the Transfer Restricted Securities outstanding at the time of the
Underwritten Registration participate in such Underwritten Registration and such
Holder:

               (i) agrees to sell such Holder's Transfer  Restricted  Securities
          on the basis provided in any underwriting arrangements approved by the
          Persons entitled hereunder to approve such arrangements; and

               (ii) completes and executes all reasonable questionnaires, powers
          of attorney, indemnities, underwriting agreements, lock-up letters and
          other  documents   required  under  the  terms  of  such  underwriting
          arrangements.

          9.  Selection  of  Underwriters.  The Holders of  Transfer  Restricted
Securities covered by the Shelf  Registration  Statement who desire to do so may
sell such Transfer  Restricted  Securities in an Underwritten  Offering.  In any
such  Underwritten  Offering,  the investment  banker or investment  bankers and
manager or managers  that will  administer  the  offering  will be selected by a
Majority of Holders whose  Transfer  Restricted  Securities are included in such
offering;  provided,  however, that such investment bankers and managers must be
reasonably satisfactory to the FW Parties.

          10. Miscellaneous.

          (a) Remedies. The FW Parties acknowledge and agree that any failure by
the FW  Parties  to comply  with their  obligations  under  Section 2 hereof may
result in  material  irreparable  injury to 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,  any Holder may
obtain such relief as may be  required to  specifically  enforce the FW Parties'
obligations under Section 2 hereof.

          (b)  Adjustments  Affecting  Transfer  Restricted  Securities.  The FW
Parties shall not,  directly or indirectly,  take any action with respect to the
Transfer  Restricted  Securities  as a class  that  would  adversely  affect the
ability of the  Holders  of  Transfer  Restricted  Securities  to  include  such
Transfer  Restricted  Securities in a registration  undertaken  pursuant to this
Agreement.

          (c) No Inconsistent Agreements.  The FW Parties shall not, on or after
the date of this  Agreement,  enter  into any  agreement  with  respect to their
securities that is  inconsistent  with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof. In addition, the FW
Parties shall not grant to any of their security holders (other than the holders
of Transfer Restricted  Securities in such capacity) the right to include any of
their  securities  in the  Shelf  Registration  Statement  provided  for in this
Agreement other than the


                                       17


<PAGE>

Transfer Restricted  Securities.  Except as described in the Offering Memorandum
dated May 24, 2001 relating to the Notes and in the Purchase Agreement,  none of
the FW Parties have previously entered into any agreement (which has not expired
or been  terminated)  granting  any  registration  rights with  respect to their
securities to any Person, which rights conflict with the provisions hereof.

          (d)  Amendments  and  Waivers.  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 the FW Parties  have  obtained  the
written consent of a Majority of Holders.

          (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 or the  transfer  agent of Common
          Shares, as the case may be; and

               (ii) if to FW Ltd. or FW LLC:

                    1 Perryville Corporate Park
                    Clinton, New Jersey 08809-4000
                    Attn: Thomas R. O'Brien, Esq.
                    Fax: (908) 730-5300

                    with a copy to:

                    White & Case LLP
                    1155 Avenue of the Americas
                    New York, New York 10036-2787
                    Attention: Timothy Goodell, Esq.
                    Fax: 212-354-8113

          All such notices and communications  shall be deemed to have been duly
given at: the time  delivered by hand,  if personally  delivered;  five Business
Days after  being  deposited  in the mail,  postage  prepaid,  if  mailed;  when
answered back, if telexed; when receipt acknowledged,  if telecopied; and on the
next Business Day, if timely delivered to an air courier guaranteeing  overnight
delivery.

          (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 of Transfer Restricted  Securities;  provided,  however, that
(i) this  Agreement  shall  not inure to the  benefit  of or be  binding  upon a
successor  or assign of a Holder  unless and to the  extent  such  successor  or
assign acquired Transfer Restricted Securities from such Holder and (ii) nothing
contained  herein  shall be deemed to permit any  assignment,  transfer or other
disposition of Transfer  Restricted  Securities in violation of the terms of the
Purchase  Agreement  or the  Indenture.  If any  transferee  of any


                                       18


<PAGE>

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.

          (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) Securities  Held by the FW Parties or Their  Affiliates.  Whenever
the  consent or  approval  of  Holders of a  specified  percentage  of  Transfer
Restricted Securities is required hereunder, Transfer Restricted Securities held
by the FW  Parties  or their  Affiliates  shall not be  counted  in  determining
whether  such  consent or  approval  was given by the  Holders of such  required
percentage.

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

          (j) Governing Law. This Agreement  shall be governed by, and construed
in accordance with, the laws of the State of New York.

          (k)  Severability.  If 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.

          (l) 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 by the FW Parties with respect
to the Transfer  Restricted  Securities.  This  Agreement  supersedes  all prior
agreements and  understandings  between the parties with respect to such subject
matter.

          (m) Submission to  Jurisdiction.  FW Ltd.  agrees that any legal suit,
action or proceeding against it arising out of or based upon this Agreement, may
be instituted in any United States Federal or state court sitting in the Borough
of Manhattan, The City of New York, and waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding, and submits to the
non-exclusive   jurisdiction  of  such  courts  in  any  such  suit,  action  or
proceeding. FW Ltd. hereby agrees that service in any such action arising out of
or based on this  Agreement  which may be instituted in any United States or New
York State court in the Borough of  Manhattan,  the City of New York,  New York,
may be served on it at the following  address:  Foster Wheeler Ltd.,  Perryville
Corporate  Park,  Service  Road  East,  173,  Clinton,  New  Jersey  08809-4000,
Attention:  General Counsel,  and expressly  consents to the jurisdiction of any
such


                                       19


<PAGE>

court, but only in respect of any such action, and waives any other requirements
of or objections to personal  jurisdiction with respect thereto. With respect to
any such  action in any United  States or New York State court in the Borough of
Manhattan,  The City of New York, New York, service of process on FW Ltd. at the
address set forth above and written  notice of such service to FW Ltd.  shall be
deemed, in every respect, effective service of process upon FW Ltd.


                                       20


<PAGE>

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

                                     Foster Wheeler Ltd.

                                     By /s/ Lisa Fries Gardner
                                        ----------------------------------------
                                        Name:  Lisa Fries Gardner
                                        Title: Vice President and Secretary


                                     Foster Wheeler LLC

                                     By /s/ Robert Iseman
                                        ----------------------------------------
                                        Name:  Robert Iseman
                                        Title: Vice President

                                     Lehman Brothers Inc.
                                     Banc of America Securities LLC
                                     First Union Securities, Inc.

                                     By: Lehman Brothers Inc.

                                     By /s/  Steve Hellman
                                        ----------------------------------------
                                        Name:  Steve Hellman
                                        Title: Authorized Representative


                                       21


<PAGE>

                                                                     Exhibit A


             Form of Selling Securityholder Notice and Questionnaire



                                      A-1