Exhibit
      10.1

    


    


    AMENDMENT
      NO. 2

    


    AMENDMENT
      NO. 2 dated as of September 29, 2008 among FOSTER
      WHEELER LLC, FOSTER WHEELER INC., FOSTER WHEELER USA CORPORATION, FOSTER WHEELER
      NORTH AMERICA CORP., FOSTER WHEELER ENERGY CORPORATION and FOSTER WHEELER
      INTERNATIONAL CORPORATION (each a “Borrower”
and,
      collectively, the “Borrowers”),
      FOSTER WHEELER LTD. (the “Parent”),
      FOSTER WHEELER HOLDINGS LTD. (“Holdco”),
      the
“Subsidiary
      Guarantors” referred to on the signature pages hereto (the “Subsidiary
      Guarantors”)
      and
      BNP PARIBAS, in its capacities as Administrative Agent, pursuant to authority
      granted by the Required Lenders pursuant to Section 11.02(b) of the Credit
      Agreement referred to below, and as Issuing Lender.

    


    The
      Borrowers, the Parent, Holdco, the Subsidiary Guarantors, the lenders party
      thereto, and BNP Paribas, as Administrative Agent and Issuing Lender, are
      parties to a Credit Agreement dated as of September 13, 2006 (as amended,
      modified and supplemented and in effect from time to time, the “Credit
      Agreement”),
      providing, subject to the terms and conditions thereof, for extensions of credit
      (by means of loans and letters of credit) to be made by said lenders to the
      Borrower.

    


    The
      Borrowers, the Parent, Holdco, the Subsidiary Guarantors, the Administrative
      Agent (pursuant to authority granted by, and having obtained the consent of
      each
      Lender party to the Credit Agreement) and the Issuing Lender wish now to amend
      the Credit Agreement in certain respects, and accordingly, the parties hereto
      hereby agree as follows:

    


    Section
      1. Definitions.
      Except
      as otherwise defined in this Amendment No. 2, terms defined in the Credit
      Agreement are used herein as defined therein.

    


    Section
      2. Amendments.
      Subject
      to the satisfaction of the conditions precedent specified in Section 4
      below:

    


    2.01.
      References
      Generally.
      References in the Credit Agreement (including references to the Credit Agreement
      as amended hereby) to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references
      to the Credit Agreement as amended hereby.

    


    2.02. Defined
      Terms.
      Section
      1.01 of the Credit Agreement is hereby amended by adding the following defined
      term in appropriate alphabetical order:

    


    “2008
      Repurchases”
has
      the
      meaning assigned to such term in Section 8.06(b). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Second
      Amendment”
means
      that certain Amendment No. 2 dated as of September 29, 2008 among the Borrowers,
      Parent, Holdco, the Subsidiary Guarantors signatory thereto, the Administrative
      Agent and the Issuing Lender. 

    


    “Second
      Amendment Effective Date”
has
      the
      meaning assigned to such term in Section 4 of the Second Amendment.


    


    2.03.
       Restricted
      Payments.
      Section
      8.06 of the Credit Agreement is hereby amended by:

     

    (a)
       deleting
      the proviso at the end of the lead-in to such Section and replacing it with
      the
      following new proviso:

    


    “provided
      that the
      following Restricted Payments shall be permitted:”; 

    


    (b)
       adding
      immediately before the “;” at the end of clause (b) thereof the following
      proviso:

    


    “;
      provided
      that any
      cash repurchases of the equity interests of the Parent that were made by the
      Parent in fiscal year 2008 on or prior to the Second Amendment Effective Date
      pursuant to this clause (b) (collectively, the “2008
      Repurchases”)
      shall
      be deemed on the Second Amendment Effective Date to have been made pursuant
      to
      clause (c) of this Section and the amount of such 2008 Repurchases shall not
      reduce the aggregate amount of Restricted Payments permitted pursuant to this
      clause (b) for fiscal year 2008”; and 

    


    (c)
       (i)
      deleting the "and" at the end of clause (b) thereof, (ii) replacing the "(c)"
      at
      the beginning of clause (c) thereof with "(d)" and (iii) adding the following
      new clause (c) immediately after clause (b) thereof:

    


    "(c) the
      Parent may repurchase equity interests of the Parent for cash in one or more
      transactions in an aggregate amount up to but not exceeding (x) $750,000,000
      minus
      (y) the
      aggregate amount of all 2008 Repurchases; provided
      that
      both before and immediately after giving effect to each such repurchase of
      equity interests (i) no Default shall have occurred and be continuing and (ii)
      the Parent and its Restricted Subsidiaries shall have at least an aggregate
      of
      $300,000,000 in cash and cash equivalents, investments of the types set forth
      under clauses (a) through (f) of the definition of Permitted Investments
      hereunder and/or unused Revolving Credit Commitments to the extent that such
      Revolving Credit Commitments are able to be utilized as Revolving Credit Loans
      within the Revolving Credit Loan Sublimit on the date of such repurchase taking
      into account, in determining whether such Revolving Credit Commitments are
      able
      to be utilized as Revolving Credit Loans, whether the conditions set forth
      in
      Section 6.03 would be satisfied on the date of such repurchase if a Revolving
      Credit Loan were proposed to be made on such date; and"

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Section
      2.03. Capital
      Expenditures.
      Section
      8.09(c) is hereby amended and restated as follows:

    


    "(c) Capital
      Expenditures.
      The
      Parent will not permit the aggregate amount of Capital Expenditures by the
      Parent and its Restricted Subsidiaries to exceed $80,000,000 during fiscal
      year
      2008 and $70,000,000 during any single fiscal year thereafter, provided that,
      (i) if the aggregate amount of Capital Expenditures shall be less than
      $80,000,000 for fiscal year 2008 or $70,000,000 for any fiscal year thereafter,
      then such shortfall shall be added to the amount of Capital Expenditures
      permitted for the immediately succeeding (but not any other) fiscal year and,
      for purposes hereof, the amount of Capital Expenditures made during any fiscal
      year beginning with the fiscal year 2009 shall be deemed to have been made
      first
      from the $70,000,000 expressly permitted amount for any single fiscal year
      and
      last from the amount of any carryover from the previous fiscal year and (ii)
      for
      any fiscal year beginning with the fiscal year 2008 (other than the fiscal
      year
      in which the Commitment Termination Date falls), the amount of any Capital
      Expenditures permitted in such fiscal year (including as a result of any
      carryover permitted by clause (i) above) may be increased by an aggregate amount
      not to exceed $20,000,000 (in which case the amount of such increase shall
      reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that
      would have been permitted to be incurred in the immediately succeeding fiscal
      year)."

    


    Section
      3. Representations
      and Warranties.
      Each
      Obligor represents and warrants to the Lenders and the Administrative Agent,
      as
      to itself and each of its Subsidiaries, that (a) the representations and
      warranties set forth in Article V of the Credit Agreement, and in each of the
      other Loan Documents, are true and correct in all material respects on the
      date
      hereof as if made on and as of the date hereof (or, if any such representation
      or warranty is expressly stated to have been made as of a specific date, such
      representation or warranty shall be true and correct as of such specific date),
      and as if each reference in said Article V to “this Agreement” included
      reference to this Amendment No. 2 and (b) no Default has occurred and is
      continuing.

    


    Section
      4. Conditions
      Precedent.
      The
      amendments set forth in Section 2 hereof shall become effective, as of the
      date hereof (the “Amendment
      Effective Date”),
      when
      the Administrative Agent shall have received (a) counterparts of this Amendment
      No. 2 executed by the Obligors and the Administrative Agent and (b) evidence
      of
      the payment by the Company of all fees payable to the Administrative Agent
      and/or the Lenders consenting to this Amendment No. 2 that any of the Obligors
      have agreed to pay under any fee letter executed in connection with this
      Amendment No. 2. The Administrative Agent shall notify the Company and the
      Lenders of the date that this Amendment No. 2 becomes effective, and such notice
      shall be conclusive and binding.

    


    Section
      5. Miscellaneous.
      Except
      as herein provided, the Credit Agreement shall remain unchanged and in full
      force and effect. This Amendment No. 2 may be executed in any number of
      counterparts, all of which taken together shall constitute one and the same
      amendatory instrument and any of the parties hereto may execute this Amendment
      No. 2 by signing any such counterpart. This Amendment No. 2 shall be governed
      by, and construed in accordance with, the law of the State of New
      York.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Credit
      Agreement to be duly executed and delivered as of the day and year first above
      written.

    


    


    BORROWERS

    


    
      	
              FOSTER
                WHEELER LLC

            	
              FOSTER
                WHEELER INC

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:
                

            	
              /s/
                Franco Baseotto

            	 	
              By:
                

            	
              /s/
                Kevin C. Hagan

            	 
	 	
              Name:
                Franco Baseotto

            	 	 	
              Name:
                Kevin C. Hagan

            	 
	 	
              Title:
                Executive Vice President, Chief Financial Officer and
                Treasurer

            	 	 	
              Title:Vice
                President & Treasurer

            	 


    

    


    


    
      	
              FOSTER
                WHEELER USA

            	
              FOSTER
                WHEELER NORTH

            
	
              CORPORATION

            	
              AMERICA
                CORP

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:

            	
              /s/
                Kevin C. Hagan

            	 	
              By:

            	
              /s/
                Kevin C. Hagan

            	 
	 	
              Name:
                Kevin Hagan

            	 	 	
              Name:
                Kevin C. Hagan

            	 
	 	
              Title:
                Treasurer

            	 	 	
              Title:
                Treasurer

            	 


    

    


     

    
      	
              FOSTER
                WHEELER ENERGY

            	
              FOSTER
                WHEELER

            
	
              CORPORATION

            	
              INTERNATIONAL
                CORPORATION

            
	 	 
	 	 	 	 	 	 
	
              By:

            	
              /s/
                Kevin C. Hagan

            	 	
              By:

            	
              /s/
                Kevin C. Hagan

            	 
	 	
              Name:
                Kevin C. Hagan

            	 	 	
              Name:
                Kevin C. Hagan

            	 
	 	
              Title:
                Treasurer

            	 	 	
              Title:
                Vice President & Treasurer

            	 


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    THE
      PARENT

    


    
      	
              FOSTER
                WHEELER LTD.

            
	 	 	 
	 	 	 
	
              By:

            	
              /s/
                Franco Baseotto

            	 
	 	
              Name:
                Franco Baseotto

            	 
	 	
              Title:
                Executive Vice President, Chief Financial Officer and
                Treasurer

            
	 	 	 


    

    HOLDCO

    


    
      	
              FOSTER
                WHEELER HOLDINGS LTD.

            
	 	 	 
	 	 	 
	
              By:

            	
              /s/
                Lisa Z. Wood

            	 
	 	
              Name:
                Lisa Z. Wood

            	 
	 	
              Title:
                Vice President & Controller

            	 


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    SUBSIDIARY
      GUARANTORS

    


    


    
      	
              FOSTER
                WHEELER ASIA LIMITED

               

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                Vice President & Treasurer

               

               

            	
              FOSTER
                WHEELER

              CONSTRUCTORS,
                INC.

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                Treasurer

               

            
	
              FOSTER
                WHEELER DEVELOPMENT

              CORPORATION

               

              By:  /s/
                Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                Treasurer

               

               

            	
              FOSTER
                WHEELER ENERGY

              MANUFACTURING,
                INC.

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                Treasurer

               

            
	
              FOSTER
                WHEELER ENERGY

              SERVICES,
                INC.

               

              By: 
                /s/ Kevin C. Hagan 

              
                

              

              Name:
                Kevin C. Hagan

              Title:
                Treasurer

               

               

               

            	
              FOSTER
                WHEELER ENVIRONMENTAL

              CORPORATION

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                Treasurer

               

               

              By: 
                /s/
                Stephen DiLauri

              
                
                  

                

              

              Name:
                Stephen DiLauri

              Senior
                Vice President & Controller

               

            
	 	 


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    
      	
              FOSTER
                WHEELER FACILITIES

              MANAGEMENT,
                INC.

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                Treasurer

               

            	
              FOSTER
                WHEELER INTERCONTINENTAL

              CORPORATION

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                Treasurer

               

               

            
	
              FOSTER
                WHEELER INTERNATIONAL

              HOLDINGS,
                INC.

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                Vice President & Treasurer

               

               

            	
              FOSTER
                WHEELER POWER

              SYSTEMS,
                INC.

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                Treasurer

            
	
              FOSTER
                WHEELER PYROPOWER, INC.

               

               

              By 
                 /s/
                Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan 

              Title:
                Treasurer

            	
              FOSTER
                WHEELER REAL ESTATE

              DEVELOPMENT
                CORP.

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                President & Treasurer

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


    
      	
              FOSTER
                WHEELER REALTY

              SERVICES,
                INC.

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                President & Treasurer

               

               

            	
              FOSTER
                WHEELER VIRGIN

              ISLANDS,
                INC.

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                Treasurer

               

               

            
	
              FOSTER
                WHEELER ZACK, INC.

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                Treasurer

            	
              PROCESS
                CONSULTANTS, INC.

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                Treasurer

               

               

            
	
              PYROPOWER
                OPERATING SERVICES

              COMPANY,
                INC.

               

              By: 
                /s/ Kevin C. Hagan 

              
                
                  

                

              

              Name:
                Kevin C. Hagan 

              Title:
                Treasurer

            	 


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    
      	
              FW
                EUROPEAN E&C LTD.

               

              By: 
                /s/
                Rakesh Jindal

              
                
                  

                

              

              Name:
                Rakesh Jindal

              Title:
                Vice President of Tax

               

               

               

            	
              FW
                MANAGEMENT OPERATIONS, LTD.

               

              By: 
                /s/ Lisa Z. Wood

              
                
                  

                

              

              Name:
                Lisa Z. Wood

              Title:
                President, Controller & Treasurer

               

               

               

            
	
              PERRYVILLE
                SERVICE COMPANY LTD.

               

               

              By: 
                /s/ Lisa Z. Wood

              
                
                  

                

              

              Name:
                Lisa Z. Wood

              Title:
                President & Controller

               

            	
              CONTINENTAL
                FINANCE

              COMPANY
                LTD.

               

              By  
                /s/
                Lisa Z. Wood

              
                
                  
                    

                  

                

              

              Name:
                Lisa Z. Wood

              Title:
                President & Controller 

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    
      	
              FOSTER
                WHEELER POWER COMPANY LTD.

              LA
                SOCIETE D’ENERGIE FOSTER WHEELER LTEE

               

              By:
                 /s/
                Kevin C. Hagan

              
                
                  

                

              

              Name:
                Kevin C. Hagan

              Title:
                Treasurer

            	 


    

     

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    
      	 	 
	
              FOSTER
                WHEELER CANADA LTD.

               

               

              By: 
                /s/
                Bruce T. Young

              
                
                  

                

              

              Name:
                Bruce T. Young

              Title:
                President & Chief Operating Officer

               

               

              By:
                 /s/
                Ronald R. Thau

              
                
                  

                

              

              Name:
                Ronald R. Thau

              Title:
                Assistant Treasurer

            	 


    

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    
      	
              FOSTER
                WHEELER EUROPE 

               

               

              By: 
                /s/
                Laurent Dupagne

              
                
                  

                

              

              Name:
                Laurent Dupagne

              Title:
                Director

            	 


    

     

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    
      	
              FW
                HUNGARY LICENSING LIMITED

              LIABILITY
                COMPANY

               

               

              By: 
                /s/ Rakesh Jindal

              
                
                  

                

              

              Name:
                Rakesh K. Jindal

              Title:
                Managing Director

            	 


    

     

     

    
 

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              FINANCIAL
                SERVICES S.À R.L.

               

               

              By: 
                /s/ Rakesh Jindal

              
                
                  

                

              

              Name:
                Rakesh K. Jindal 

              Title:
                Managing Director

            	 


    

     

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              FOSTER
                WHEELER (MALAYSIA) SDN.
                BHD.

               

               

              By: 
                /s/
                K. E. Batchelor

              
                
                  

                

              

              Name:
                K. E. Batchelor

              Title:
                Director

            	 
	 	 


    

     

     

    
 

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    


    
      	
              FOSTER
                WHEELER CONTINENTAL B.V.

               

               

              By: 
                /s/ Rakesh Jindal

              
                
                  

                

              

              Name:
                Rakesh K. Jindal

              Title:
                Director

               

               

            	 
	
              FW
                NETHERLANDS C.V.

               

               

              By:
                /s/ Franco Baseotto

              
                
                  

                


              Name:
                Franco Baseotto

              Title:
                Executive Vice President,

                       
                Chief Financial Officer and

                       
                Treasurer of Foster Wheeler LLC, 

                       
                the General Partner

            	 


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    
      	
              F.W.-
                GESTĂO E SERVIÇOS, S.A.

               

               

              By: 
                /s/ Rakesh Jindal

              
                
                  

                


              Name:
                Rakesh K. Jindal 

              Title
                Director

               

               

              By: 
                /s/ Lisa Z. Wood

              
                
                  

                

              

              Name:
                Lisa Z. Wood

              Title:
                Director

            	 


    

     

     

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              FOSTER
                WHEELER ASIA

              PACIFIC
                PTE. LTD.

               

               

              By:
                /s/
                Franco Anselmi

              
                
                  

                

              

              Name:
                Franco Anselmi

              Title:
                Managing Director

            	 


    

     

     

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
              P.E.
                CONSULTANTS, INC.

               

              By: 
                /s/ Rakesh Jindal

              
                
                  

                

              

              Name:
                Rakesh K. Jindal

              Title:
                Director

            	 


    

     

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    
      	
              MANOPS
                LIMITED

               

              By: 
                /s/ Laurent Dupagne

              
                
                  

                

              

              Name:
                Laurent Dupagne

              Title:
                Director

               

               

              By: 
                /s/
                Francis Bird

              
                
                  

                

              

              Name:
                Francis Bird

              Title:
                Director

            	 


    

     

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
              FOSTER
                WHEELER CARIBE

              CORPORATION,
                C.A.

               

               

              By: 
                /s/
                Jean-Paul Archambault

              
                
                  

                

              

              Name:
                Jean-Paul Archambault

              Title:
                Director

            	 


    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              FW
                OVERSEAS OPERATIONS LIMITED

               

               

              By:
                /s/ Lisa Z. Wood

              
                
                  

                

              

              Name:
                Lisa Z. Wood

              Title:
                Director

            	 


    

    


    
 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    
      	
              FOSTER
                WHEELER (GIBRALTAR)
                HOLDINGS LIMITED 

               

               

              By: 
                /s/ Rakesh Jindal

              
                

              

              Name:
                Rakesh K. Jindal 

              Title:
                Director

            	 


    

    


     

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
              FW
                FINANCIAL HOLDINGS GmbH

               

               

              By: 
                /s/ Rakesh Jindal

              
                
                  

                

              

              Name:
                Rakesh K. Jindal 

              Title:
                Director

            	 


    

     

     

    
 

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
              
                BIOKINETICS,
                  INC.

                 

                
 

                By: 
                  /s/
                  William Brydges

                
                  
                    

                  

                

                Name:
                  William Brydges

                Title:
                  President

              

            	 


    

     

     

     

    


    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

    


    ADMINISTRATIVE
      AGENT

    


    
      	 	
              BNP
                PARIBAS, as

            
	 	
              Administrative
                Agent

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Pierre-Nicholas Rogers

            
	 	 	
              Name:
                Pierre- Nicholas Rogers

            
	 	 	
              Title:
                Managing Director

            
	 	 	 
	 	
              By:

            	
              /s/
                Jamie Dillon

            
	 	 	
              Name:
                Jamie Dillon

            
	 	 	
              Title:
                Managing Director

            
	 	 	 
	 	 	 


    

    


    


    


    


    
      
        
        

      

      
        26