Prepared and filed by St Ives Burrups





 EXHIBIT 10.43

 AMENDMENT NO. 1 TO

 LOAN AND SECURITY AGREEMENT

     AMENDMENT
    NO. 1 dated as of January 22, 2003 to the Loan and Security Agreement, dated
    as of August 15, 2002 (the “Loan Agreement”) between and
    among, on the one hand, the lenders identified on the signature pages thereof
    (such lenders, together with their respective successors and assigns, are
    referred to hereinafter each individually as a “Lender” and
    collectively as the “Lenders”), FOOTHILL CAPITAL CORPORATION,
    a California corporation, as the arranger and administrative agent for the
    Lenders (“Agent”), and, on the other hand, FOSTER WHEELER
    FUNDING LLC, a Delaware limited liability company (“Borrower”).

     W IT N E S S E T H:

     WHEREAS, Borrower has requested that the Lenders agree to modify certain provisions of the Loan Agreement, and the undersigned Lenders have so agreed, all on the terms and conditions contained herein,

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION
    1.   Defined Terms; References.   Unless
    otherwise specifically defined herein, each term used herein which is defined
    in the Loan Agreement has the meaning assigned to such term in the Loan Agreement.
    Each reference to “hereof”, “hereunder”, “herein” and “hereby” and
    each other similar reference and each reference to “this Agreement” and
    each other similar reference contained in the Loan Agreement shall, after
    this Amendment becomes effective, refer to the Loan Agreement as amended
    hereby.

     SECTION
    2.   Amendments to Loan Agreement.   The
    definition of “Consolidated Net Income” in Section 1.01 of the
    Loan Agreement is amended by (i) replacing the word “and” at
    the end of clause (iii) thereof with a comma and (ii) adding the following
    text at the end thereof:

	 	and (v) (A) up to an aggregate of
    $180,000,000 of gross pretax charges (having an estimated Consolidated Adjusted
    EBITDA impact of $166,600,000) to be taken in the fiscal quarter ending closest
    to September 30, 2002, and (B) up to an aggregate of $63,235,000 of additional
    gross pretax charges that may be taken in the fiscal quarter ending closest
    to December 31, 2002 or in any fiscal quarter ending in 2003 (including the
    fiscal quarter ending closest to December 31, 2003), in each case in the
    individual amounts as described to the Lenders by Borrower on November 1,
    2002.


     SECTION 3.   Representations of Borrower.   Borrower
represents and warrants that (i) the representations and warranties set forth in the
Loan Documents will be true and correct in all material respects on and as of the
Amendment Effective Date (except with respect to representations and warranties
which specifically refer to an earlier

 








date, which shall be true and correct in all material respects as of such earlier date) and (ii) no Default will have occurred and be continuing on such date.

     SECTION 4.   Governing Law.   This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

     SECTION 5.   Counterparts.   This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

     SECTION 6.   Effectiveness.   This Amendment shall become effective as of the date when the following conditions are met (the “Amendment Effective Date”):

	 	     (a) the Agent shall have received from Borrower and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof;


	 	 
	 	     (b)
    the Agent shall have received from Borrower, for the account of each Lender
    that has evidenced its agreement hereto as provided in subsection (a) above
    by 12:00 p.m. (New York City time) on the later of (i) January __, 2003 and
    (ii) the date on which the Agent issues a notice to the Lenders stating that
    the condition set forth in subsection (a) above has been satisfied, an amendment
    fee in the aggregate amount of $200,000.00; and


	 	 
	 	     (c)
    the Agent shall have received evidence satisfactory to it of the payment
    by Borrower
    of all fees and expenses owed by it pursuant to the Loan Agreement (including,
    without limitation, the fees and expenses of [Schulte Roth & Zabel LLP])
    for which invoices have theretofore been rendered.


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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

	 	 FOSTER
      WHEELER FUNDING LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Ryan J. Esko
	 	 	Name: Ryan J. Esko
	 	 	Title: Treasurer
	 	 	 
	 	 	 
	 	FOOTHILL CAPITAL CORPORATION,
	 	a California corporation, as Agent
    and as a Lender
	 	 	 
	 	By:	/s/ Ronald R. Cote
	 	 	Name: Ronald R. Cote
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	ABLECO FINANCE LLC,
	 	a Delaware limited liability company,
    as a Lender
	 	 	 
	 	By:	 /s/ Kevin Genda
	 	 	Name: Kevin Genda
	 	 	Title: Senior Vice President
	 	 	 


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