Exhibit 4.2


 


THIRD SUPPLEMENTAL INDENTURE


 


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.


 


W I T N E S S E T
H


 


WHEREAS, pursuant to a declaration of trust (the
"Declaration of Trust"),
dated as of May 8, 1998, executed by the Company (as successor to Foster
Wheeler Corporation by operation of merger) and the trustees of FW Preferred
Capital Trust I, a wholly-owned business trust organized under the laws of
Delaware (the "Trust"),
the Trust has issued 9.00% Preferred Securities, Series I (liquidation amount
$25 per preferred security) (the "Trust
Preferred Securities");


 


WHEREAS, in connection with the issuance by the Trust
of the Trust Preferred Securities, the Company issued $175,000,000 of its 9%
Junior Subordinated Deferrable Interest Debentures, Series I (the "Debentures") to the Trust pursuant to
a Junior Subordinated Indenture, dated as of January 13, 1999, with the Trustee,
as amended and supplemented by the First Supplemental Indenture dated as of
January 13, 1999 (the "First
Supplemental Indenture") and the Second Supplemental Indenture
dated as of March 15, 2003 (as so amended and supplemented, the "Indenture");


 


WHEREAS, the Company desires to amend the Indenture
for the purpose of changing and eliminating certain provisions;


 


WHEREAS, Section 9.02 of the Indenture provides
that the Indenture may be amended, subject to certain exceptions, with the
consent of the Holders of a majority in aggregate principal amount of the
outstanding Debentures;


 


WHEREAS, the Trust holds all of the Debentures;


 


WHEREAS, pursuant to the Declaration of Trust, legal
title to all assets of the Trust are vested in the Property Trustee;


 


WHEREAS, pursuant to the Indenture, if the Debentures
are held by a Property Trustee, an amendment to the Indenture may be affected
with the consent of the holders of a Majority in Liquidation Amount (as defined
in the Declaration of Trust) of the Trust Securities;


 


WHEREAS, Section 7 of Annex I to the Declaration of
Trust provides that in the event the consent of the Property Trustee as the
holder of the Debentures is required under the Indenture, the Property Trustee
shall act as directed by a Majority in Liquidation Amount of the Trust
Securities;


 


WHEREAS, the Company has received consents to the
following amendments from the Holders of at least a Majority in Liquidation
Amount of the outstanding Debentures; and


 


WHEREAS, all conditions precedent to amend the
Indenture and to make this Third Supplemental Indenture a valid and binding
instrument in accordance with its terms have been satisfied.


 


NOW, THEREFORE, in consideration of the foregoing and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Trustee agree as follows:


 

















 


ARTICLE I

EFFECTIVENESS AND EFFECT


 


SECTION
1.1.  Effectiveness
and Effect.


 


This Third Supplemental Indenture shall take effect on
the date hereof.  The provisions set
forth in this Third Supplemental Indenture shall be deemed to be, and shall be
construed as part of, the Indenture. 
All references to the Indenture in the Indenture or in any other
agreement, document or instrument delivered in connection therewith or pursuant
thereto shall be deemed to refer to the Indenture as amended by this Third
Supplemental Indenture.


 


ARTICLE II

AMENDMENT OF CERTAIN PROVISIONS OF THE INDENTURE


 


SECTION
2.1.  Deletion of Certain Provisions.


 


(a)           The
section headings and the text of Section 4.03 and 10.01 of the Indenture and
Section 7.1 of the First Supplemental Indenture are hereby deleted and
eliminated in their entirety and replaced with “[Intentionally Deleted by
Amendment]”.


 


(b)           All
references in the Indenture, as amended by this Section 2.1, to any of the
provisions deleted and eliminated as provided above, or to terms defined in
such provisions, shall also be deemed deleted and eliminated.


 


ARTICLE III

MISCELLANEOUS


 


SECTION
3.1.  Indenture Effective.


 


Except as amended and supplemented hereby, the
Indenture is hereby ratified and confirmed in all respects and shall remain in
full force and effect.


 


SECTION
3.2.  Amendment; Discharge.


 


No provision of this Third Supplemental Indenture may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the parties hereto.


 


SECTION
3.3.  Notices.


 


All notices provided hereunder shall be deemed made
when delivered to the principal executive offices of the party to be notified.


 


SECTION
3.4.  Governing Law.


 


This Third Supplemental Indenture shall be governed by
and construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed entirely within such State,
without regard to the conflicts of law principles of such State.


 


SECTION
3.5.  Counterparts.


 


This Third Supplemental Indenture may be executed in
counterparts, each of which when so executed shall be an original, but all such
counterparts shall together constitute one and the same instruments.


 


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SECTION
3.6.  Trustee.


 


The Trustee makes no representations as to the
validity or sufficiency of this Third Supplemental Indenture.  The statements and recitals herein are
deemed to be those of the Company not of the Trustee.


 


SECTION
3.7.  Trust Indenture Act to Control.


 


If and to the extent that any provision of this Third
Supplemental Indenture limits, qualifies or conflicts with the duties imposed
by Sections 310 to 318, inclusive, of the TIA, such imposed duties shall
control.  If any provision of this Third
Supplemental Indenture modifies or excludes any provision of the TIA that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Third Supplemental Indenture as so modified or excluded, as the case may
be.


 


SECTION
3.8.  Headings.


 


The titles and headings of the articles and sections
of this Third Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.


 


SECTION
3.9.  Separability.


 


In case any one or more of the provisions contained in
this Third Supplemental Indenture shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Third
Supplemental Indenture, but this Third Supplemental Indenture shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.


 


SECTION
3.10.  Benefits of Supplemental Indenture.


 


Nothing in this Third Supplemental Indenture, the
Indenture or the Debentures, express or implied shall give to any Person, other
than the parties hereto and thereto and their successors hereunder and
thereunder and the Holders of Debentures, any benefit of any legal or equitable
right, remedy or claim under the Indenture, this Third Supplemental Indenture
or the Debentures.


 


SECTION
3.11.  Assignment.


 


The Company will have the right at all times to assign
any of its respective rights or obligations under this Third Supplemental
Indenture to a direct or indirect wholly owned Subsidiary of the Company; provided
that, in the event of any such assignment, the Company will remain liable for
all such obligations.  Subject to the
foregoing, this Third Supplemental Indenture is binding upon and inures to the
benefit of the parties thereto and their respective successors and
assigns.  This Third Supplemental
Indenture may not otherwise be assigned by the parties thereto.


 


SECTION
3.12.  Definitions.


 


Capitalized terms used but not defined herein shall
have the respective meanings ascribed to them in the Indenture.


 


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IN WITNESS WHEREOF, the Company and the Trustee have
caused this Third Supplemental Indenture to be executed and delivered as of the
date first written above.


 


	
   

  	
  FOSTER WHEELER LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title: 
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST
  COMPANY, as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name: 
  C. Potter

  
	
   

  	
   Title: 
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  



 


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