Exhibit 4.14


 


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”),
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.


 


W I T N E S S E T
H


 


WHEREAS, the Company has issued 6 3/4% Senior Secured
Notes due 2005 guaranteed by Foster Wheeler Ltd. (“Parent”) and the subsidiary guarantors set
forth in the Indenture (together with Parent, the “Guarantors”) (the “2005 Notes”), pursuant to the Indenture dated
November 15, 1995 by Foster Wheeler Corporation to Harris Trust and Savings
Bank (the “Original Indenture”),
as amended and supplemented by the Amended and Restated First Supplemental
Indenture dated as of August 10, 2001 by the Company and the guarantors set
forth therein to Harris Trust and Savings Bank (the “First Supplemental Indenture”) and the Second
Supplemental Indenture dated as of August 16, 2002 by the Company and the
guarantors set forth therein (the “Second Supplemental Indenture”), and together with the
Original Indenture and the First Supplemental Indenture, the “Indenture”);


 


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


 


WHEREAS, Section 902 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 2005 Notes;


 


WHEREAS, the Company has received consents to the following
amendments from the holders of at least a majority in aggregate principal
amount of the outstanding 2005 Notes; 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, the Guarantors and the Trustee agree as
follows:


 

















 


ARTICLE I

EFFECTIVENESS AND EFFECT


 


SECTION
1.01.  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
2.01.  Deletion of Certain Provisions.


 


(a)           The
section headings and the text of Article Eight and Sections 1004, 1005 and 1008
of the 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 2.01, 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
3.01.  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
3.02.  Amendment; Discharge.


 


No provisions 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
3.03.  Notices.


 


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


 


SECTION
3.04.  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
3.05.  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.


 


2

















 


SECTION
3.06.  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
3.07.  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
3.08.  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
3.09.  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 or
Indenture, express or implied shall give to any Person, other than the parties
hereto and thereto and their successors hereunder and thereunder, any benefit
of any legal or equitable right, remedy or claim under the Indenture or this
Third Supplemental Indenture.


 


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.


 


3

















 


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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EQUIPMENT CONSULTANTS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER HOLDINGS
  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER ASIA
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  



 


4

















 


	
   

  	
  FOSTER WHEELER CAPITAL
  &

  FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER
  CONSTRUCTORS,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER
  DEVELOPMENT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER ENERGY

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER ENERGY

  MANUFACTURING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  



 


5

















 


	
   

  	
  FOSTER WHEELER ENERGY

  SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER
  ENVIRESPONSE,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER
  ENVIRONMENTAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER
  FACILITIES

  MANAGEMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  



 


6

















 


	
   

  	
  FOSTER WHEELER INTERNATIONAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER
  INTERNATIONAL

  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER POWER
  GROUP,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER POWER
  SYSTEMS,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER
  PYROPOWER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  



 


7

















 


	
   

  	
  FOSTER WHEELER REAL
  ESTATE

  DEVELOPMENT CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER REALTY

  SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER USA

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER VIRGIN
  ISLANDS,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER ZACK,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  



 


8

















 


	
   

  	
  FW MORTSHAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FW TECHNOLOGIES
  HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HFM INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROCESS CONSULTANTS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PYROPOWER OPERATING
  SERVICES

  COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  



 


9

















 


	
   

  	
  PERRYVILLE III TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST
  COMPANY,

  
	
   

  	
    As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   Name:

  
	
   

  	
   Title:

  



 


10

















 


Exhibit A


 


Guarantors


 




	
  Foster Wheeler Ltd.

  
	
  Equipment Consultants,
  Inc.

  
	
  Foster Wheeler Holdings
  Ltd.

  
	
  Foster Wheeler Asia
  Limited

  
	
  Foster Wheeler Capital
  & Finance Corporation

  
	
  Foster Wheeler
  Constructors, Inc.

  
	
  Foster Wheeler
  Development Corporation

  
	
  Foster Wheeler Energy
  Corporation

  
	
  Foster Wheeler Energy
  Manufacturing, Inc.

  
	
  Foster Wheeler Energy
  Services, Inc.

  
	
  Foster Wheeler
  Enviresponse, Inc.

  
	
  Foster Wheeler
  Environmental Corporation

  
	
  Foster Wheeler
  Facilities Management, Inc.

  
	
  Foster Wheeler Inc.

  
	
  Foster Wheeler
  International Corporation

  
	
  Foster Wheeler
  International Holdings, Inc.

  
	
  Foster Wheeler Power
  Group, Inc.

  
	
  Foster Wheeler Power
  Systems, Inc.

  
	
  Foster Wheeler
  Pyropower, Inc.

  
	
  Foster Wheeler Real
  Estate Development Corp.

  
	
  Foster Wheeler Realty
  Services, Inc.

  
	
  Foster Wheeler USA
  Corporation

  
	
  Foster Wheeler Virgin
  Islands, Inc.

  
	
  Foster Wheeler Zack,
  Inc.

  
	
  FW Mortshal, Inc.

  
	
  FW Technologies
  Holdings, LLC

  
	
  HFM International, Inc.

  
	
  Process Consultants,
  Inc.

  
	
  Pyropower Operating
  Services Company, Inc.

  
	
  Perryville III Trust

  






 


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