AMENDMENT TO AMENDED AND RESTATED
                     REVOLVING CREDIT AGREEMENT AND CONSENT

         AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AND
CONSENT, dated as of May 31, 2000, among FOSTER WHEELER CORPORATION (herein
referred to as the "BORROWER"), the guarantors party hereto (the "GUARANTORS"),
the lenders party hereto (each a "LENDER" and collectively, the "LENDERS"), BANK
OF AMERICA, N. A., in its capacity as administrative agent for the Lenders (in
such capacity, the "ADMINISTRATIVE AGENT"), and FIRST UNION NATIONAL BANK, as
Syndication Agent and ABN AMRO BANK N.V., as Documentation Agent.

                              W I T N E S S E T H:

         WHEREAS, the Borrower, the Guarantors, the Lenders, the Administrative
Agent, the Syndication Agent and the Documentation Agent are parties to that
certain Amended and Restated Revolving Credit Agreement, dated as of December 1,
1999 (the "CREDIT AGREEMENT"); and

         WHEREAS, the Borrower, the Guarantors, certain of the lenders party
thereto, the Administrative Agent, the Syndication Agent and the Documentation
Agent are parties to that certain Amended and Restated Short Term Revolving
Credit Agreement, dated as of December 1, 1999 (the "SHORT TERM CREDIT
AGREEMENT")

         WHEREAS, the Borrower and the Guarantors have requested that the Credit
Agreement be amended in certain respects; and

         WHEREAS, the undersigned Lenders and the Agents party hereto are
willing to so amend the Credit Agreement and consent to certain actions relating
to the Short Term Credit Agreement, subject to the terms and conditions
hereinafter set forth;

         NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
thereby, covenant and agree as follows:

         1. GENERAL. All terms used herein which are not otherwise specifically
defined herein shall have the same meaning herein as defined in the Credit
Agreement as further amended hereby.

         2. PAYMENTS GENERALLY; INTEREST ON OVERDUE AMOUNTS. Section 2.15 of the
Credit Agreement shall be and is hereby amended by adding in the appropriate
alphabetical order a new subsection as follows:


                  "(c) Unless the Administrative Agent shall have received
                  notice from the Borrower prior to the date on which any
                  payment is due to the Lenders hereunder that the Borrower will
                  not make such payment in full, the Administrative Agent may
                  assume that the





<PAGE>


                  Borrower has made such payment in full to the Administrative
                  Agent on such date and the Administrative Agent may, in
                  reliance upon such assumption, cause to be distributed to each
                  Lender on such due date an amount equal to the amount then due
                  such Lender. If and to the extent that the Borrower shall not
                  have so made such payment, each Lender shall repay to the
                  Administrative Agent forthwith on demand such amount
                  distributed to such Lender together with interest thereon, for
                  each day from the date such amount is distributed to such
                  Lender until the date such Lender repays such amount to the
                  Administrative Agent, at the Federal Funds Effective Rate."

         3. ASSIGNMENTS. Section 10.14 of the Credit Agreement shall be and is
hereby amended by deleting the language of subsection (c)(v) thereto and
inserting the following language in its place:

                  "to the extent the Other Credit Agreement is in effect, the
                  assigning Lender, to the extent such Lender has a commitment
                  under the Other Credit Agreement, shall assign the same
                  percentage of its "Commitment" under the Other Credit
                  Agreement concurrently with such assignment."

          4. CONSENT. In anticipation of the Borrower requesting that the
lenders party to the Short Term Credit Agreement increase the Total Revolving
Credit Commitment (as defined in the Short Term Credit Agreement) by adding
additional lenders only to the Short Term Credit Agreement and after such
addition the aggregate Total Revolving Credit Commitment (as defined in the
Short Term Credit Agreement) shall not exceed $90,000,000, the undersigned
Lenders hereby acknowledge and consent to such increase.

          5. REPRESENTATIONS. In order to induce the Lenders to execute and
deliver this Amendment, the Borrower hereby represents to the Lenders that as of
the date hereof the representations and warranties set forth in Article III of
the Credit Agreement are and shall be and remain true and correct (except that
the representations contained in Section 3.06 shall be deemed to refer to the
most recent financial statements of the Borrower delivered to the Lenders) and
the Borrower is in compliance with the terms and conditions of the Credit
Agreement and no Default or Event of Default has occurred and is continuing
under the Credit Agreement or shall result after giving effect to this
Amendment.

          6. EFFECTIVENESS. This Amendment shall become effective (i) when it
shall be executed by the Borrower and the Required Lenders, (ii) each Guarantor
shall have executed and delivered to the Lenders their consent to this Amendment
in the form set forth below and (iii) the Administrative Agent shall have
received copies (executed or certified, as may be appropriate) of all legal
documents or proceedings taken in connection with the execution and delivery of
this Amendment to the extent the Administrative Agent or its counsel may
reasonably request This Amendment may be executed in separate counterparts, all
of which taken together shall constitute one and the same instrument. This
agreement shall be construed and determined in





                                      -2-
<PAGE>






accordance with the laws of the State of New York. Except as herein specifically
amended, the Credit Agreement shall be and remain in full force and effect and
wherever reference is made in any note, document, letter or other communication
to the Credit Agreement, such reference shall, without more, be deemed to refer
to the Credit Agreement as amended hereby. The consent provided in paragraph 4
hereof shall be limited specifically as provided for therein and this Amendment
and Consent shall not constitute a consent to any other transaction nor shall it
be a waiver or modification of any other term, provision or condition of the
Credit Agreement or waiver of any Default or Event of Default except as
expressly set forth herein and shall not prejudice or be deemed to prejudice any
right that the Agent or any Lender may now have or may have in the future under
the Credit Agreement.










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                                      -3-
<PAGE>





         IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed and delivered this Agreement as of the date first
above written.

ATTEST:                                         FOSTER WHEELER CORPORATION,
                                                as Borrower



By                                              By
         Title:   _________                         Title:

                                                FOSTER WHEELER USA CORPORATION,
                                                as Guarantor


                                                By
                                                   Title:

                                                FOSTER WHEELER ENERGY
                                                INTERNATIONAL, INC.,
                                                as Guarantor


                                                By
                                                   Title:

                                                FOSTER WHEELER ENERGY
                                                CORPORATION, as Guarantor


                                                By
                                                   Title:




<PAGE>



                                                BANK OF AMERICA, N.A.,
                                                individually and as
                                                   Administrative Agent


                                                By
                                                       Title:


                                                FIRST UNION NATIONAL BANK,
                                                individually and as
                                                   Syndication Agent


                                                By
                                                       Title:



                                                ABN AMRO BANK N.V.,
                                                individually and as
                                                   Documentation Agent


                                                By
                                                       Title:


                                                By
                                                       Title:



                                                TORONTO DOMINION (TEXAS),  INC.

                                                By
                                                       Title:



                                                NATIONAL WESTMINSTER BANK PLC,
                                                NEW YORK BRANCH


                                                By
                                                       Title:


<PAGE>


                                                NATIONAL WESTMINSTER BANK PLC,
                                                NASSAU BRANCH


                                                BY
                                                       Title:



                                                THE BANK OF NOVA SCOTIA


                                                By
                                                       Title:



                                                BANK OF TOKYO-MITSUBISHI TRUST
                                                COMPANY


                                                By
                                                       Title:



                                                CITIBANK, N.A.


                                                By
                                                       Title:



                                                DEUTSCHE BANK AG,
                                                NEW YORK BRANCH
                                                a/o CAYMAN ISLANDS BRANCH


                                                By
                                                       Title:


                                                By
                                                       Title:



<PAGE>


                                                PARIBAS


                                                By
                                                       Title:



                                                PNC BANK, NATIONAL ASSOCIATION


                                                By
                                                       Title:



                                                SOCIETE GENERALE,
                                                NEW YORK BRANCH


                                                By
                                                       Title:



                                                STANDARD CHARTERED BANK


                                                By
                                                       Title:





<PAGE>




                     GUARANTORS' ACKNOWLEDGEMENT AND CONSENT


         The undersigned, Foster Wheeler USA Corporation, Foster Wheeler Energy
International, Inc. and Foster Wheeler Energy Corporation, heretofore, under
Article IX of the Credit Agreement, guaranteed any and all of the Guaranteed
Obligations to the Creditors. The undersigned hereby consent to the Amendment to
the Credit Agreement as set forth above and confirm that all of the
undersigneds' obligations under the Credit Agreement remain in full force and
effect. The undersigned further agree that the consent of the undersigned to any
further amendments to the Credit Agreement shall not be required as a result of
this consent having been obtained, except to the extent, if any, required by the
Credit Agreement.

                                                FOSTER WHEELER USA CORPORATION,
                                                as Guarantor

                                                By
                                                   Title:



                                                FOSTER WHEELER ENERGY
                                                INTERNATIONAL, INC.,
                                                as Guarantor

                                                By
                                                   Title:



                                                FOSTER WHEELER ENERGY
                                                CORPORATION, as Guarantor

                                                By
                                                   Title:



<PAGE>