Exhibit 4.10


 


	
   

  	
  EXECUTION COPY

  



 


EXIT FUNDING AGREEMENT


 


This EXIT
FUNDING AGREEMENT (this “Agreement”), dated as of October 15, 1999 and
effective on the Initial Exchange Date (as hereinafter defined), by and between
FOSTER WHEELER CORPORATION, a New York corporation (“FWC”) and SUNTRUST BANK,
CENTRAL FLORIDA, NATIONAL ASSOCIATION, a national banking association, as
trustee (the “Trustee”).


 


BACKGROUND


 


A.            On
November 23, 1994, the Village of Robbins, Cook County, Illinois (the
“Village”) issued $234,800,000 of its Resource Recovery Revenue Bonds (Robbins
Resource Recovery Partners, L.P. Project) Series 1994A and $85,200,000 of its
Resource Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P.
Project) Series 1994B (collectively, the “Original 1994A and B Bonds”) pursuant
to a Mortgage, Security Agreement and Indenture of Trust dated as of
September 15, 1994 (the “1994 Indenture”) from the Village to Bank of
America Illinois, as trustee, in order to finance a portion of the costs of
acquiring, constructing, equipping and installing a resource recovery facility
(the “Facility”) located in the Village of Robbins, Illinois (the “Project”).


 


B.            On
October 15, 1996, the Village issued to certain of the owners of the
Original 1994A and B Bonds, in a dollar-for-dollar exchange for certain
Original 1994A and B Bonds, its Resource Recovery Revenue Bonds (Robbins
Resource Recovery Partners, L.P. Project) Series 1994A and its Resource
Recovery Revenue Bonds (Robbins Resource Recovery Partners, L.P. Project) Series
1994B (collectively, the “1994A and B Consenting Bonds”) pursuant to an Amended
and Restated Mortgage, Security Agreement and Indenture of Trust dated as of
September 15, 1994, as amended and restated as of October 15, 1996
(as so amended and restated, the “1996 Indenture”), from the Village to First
Trust of Illinois, National Association, as successor trustee to Bank of
America Illinois.


 


C.            The
Village, as owner of the Facility, leases the Facility to Robbins Resource
Recovery Partners, L.P. (the “Partnership”) in accordance with an Amended and
Partially Restated Facility Lease Agreement dated as of October 15, 1999,
as amended by Amendment No. 3 to Facility Lease Agreement dated as of
July 1, 1997, by and between the Village and the Partnership (collectively,
the “Facility Lease Agreement”).


 


D.            In
connection with the Project, FWC and the Partnership entered into certain
agreements, all as more fully described in Exhibit A to that certain
Termination and Release Agreement dated as of the date hereof (the “Termination
and Release Agreement”) by and among FWC, the Partnership, the Trustee and
certain other parties, (collectively, the “Prior Agreements”),


 

















 


including, without limitation, certain guaranty agreements by FWC in
favor of the Partnership, and certain of the parties to the Prior Agreements
assigned their interests in certain of the Prior Agreements to: (1) the Village
pursuant to the Facility Lease Agreement and/or (2) the Trustee pursuant to the
1994 Indenture and/or the 1996 Indenture, all as more fully described in the
Termination and Release Agreement.


 


E.             On
the Initial Exchange Date, the Village will be issuing to the owners of the
1994A and B Consenting Bonds and the owners of the outstanding Original 1994A
Bonds (collectively, the “Existing Bonds”), in an exchange for such Existing
Bonds through the Prepackaged Bankruptcy Plan, its Resource Recovery Revenue
Bonds (Robbins Resource Recovery Partners, L.P. Project) up to $115,000,000
Mandatorily Exchangeable Series 1999A (the “1999A Bonds”), up to $45,000,000
Mandatorily Exchangeable Series 1999B (the “1999B Bonds”), up to $95,000,000
Series 1999C (the “1999C Bonds”) and up to $18,000,000 Series 1999D (the “1999D
Bonds”, and together with the 1999C Bonds, the “1999 C and D Bonds”), pursuant
to a certain Second Amended and Restated Mortgage, Security Agreement and
Indenture of Trust dated as of October 15, 1999 which amends and restates
the 1996 Indenture (as so amended and restated, the “Second Amended
Indenture”).  In connection with such exchange
of the Existing Bonds, the Parties and the parties to the Prior Agreements have
agreed that, the Prior Agreements are to be terminated and that the parties to
the Prior Agreements are to be released of their liabilities and obligations
thereunder pursuant to the Termination and Release Agreement.


 


F.             Under
certain of the Prior Agreements, FWC has guaranteed the performance of certain
of its subsidiaries relating to the operation of the Project.  Under such guarantees, FWC has made capital
infusions to such subsidiaries so that their obligations under certain of the
Prior Agreements can be performed.  It
is the intention of FWC and the Partnership that this Agreement together with
the Termination and Release Agreement supersedes such guarantees and requirement
to make capital infusions.


 


G.            In
consideration for the termination of the liabilities and obligations of the
parties under the Prior Agreements and the mutual releases of the obligations
thereunder and related thereto and in connection with the exchange of the
Existing Bonds, pursuant to the Prepackaged Bankruptcy Plan, the Parties have
agreed to enter into this Agreement to, among other things, provide for FWC to
(i) make certain payments to the Trustee and (ii) make certain continuing
disclosures pursuant to Rule 15c2-12 of the Securities and Exchange Commission,
all on the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing premises, the mutual covenants and agreements of
the Parties, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:


 


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1.             Definitions
and Interpretations.


 


(a)           Unless
the context shall otherwise require, or unless otherwise defined herein,
capitalized terms used herein not otherwise conventionally capitalized shall
have the respective meanings ascribed to them in Schedule 1 or Appendix 1.


 


(b)           Except
as otherwise expressly provided in this Agreement or required by the context,
for purposes of this Agreement, (i) any capitalized term defined herein by
reference to another instrument or document shall continue to have the same
meaning ascribed thereto whether or not such other instrument or document remains
in effect, (ii) words importing the singular include the plural and vice versa,
and words importing a gender include any gender, (iii) any reference to any
agreement or contract includes schedules, exhibits and appendices thereto and
shall also refer to such agreement or contract as duly amended, supplemented,
otherwise modified or replaced in accordance with its terms and the terms
hereof, (iv) any reference herein to a person or entity includes its successors
and permitted assigns, and (v) any reference herein to a Section or
Schedule or Appendix is to a Section or Schedule or Appendix to
this Agreement.


 


2.             Exit
Payments.


 


(a)           Subject
to Section 3, FWC shall pay to the Trustee, in the manner set forth in
Section 2(b), (i) each of the amounts set forth in Schedule A (each a
“Current Exit Payment” and collectively, the “Current Exit Payments”) on the
date set forth opposite each Current Exit Payment and (ii) the amount
designated in Schedule B as the Accreted Amount Exit Payment on the last
date set forth in such Schedule (the “Accreted Amount Exit Payment”, and
together with the Current Exit Payments and the payments referred to in
Section 2(b), sometimes hereinafter referred to individually as an “Exit
Payment” and collectively as the “Exit Payments”).  Subject to Section 3, the obligation of FWC to make the Exit
Payments shall be absolute, irrevocable and unconditional, and shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including without limitation, any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity
or unenforceability of such obligation or otherwise.


 


(b)           In
the event that, prior to FWC having made all Exit Payments described in
Section 2(a), all or any portion of the 1999C Bonds or 1999D Bonds are
(with notice to FWC) either (i) called for special mandatory redemption
pursuant to Section 4.08 of the Second Amended Indenture as a result of a
Determination of Taxability (as such term is defined in the Second Amended
Indenture, or (ii) called for optional redemption pursuant to Section 4.12
of the Second Amended Indenture, FWC shall make an Exit Payment to the Trustee,
on or prior to the applicable redemption date, in an amount equal to the
redemption price for such Bonds.  Upon
the making of any such Exit Payment, FWC’s obligation, if any, to make further
Exit Payments shall be adjusted pursuant to Section 2(e).


 


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(c)           Each
Exit Payment made by FWC to the Trustee shall be made in immediately available
funds on the date such Exit Payment is due, whether by acceleration or
otherwise (each, an “Exit Payment Due Date”).


 


(d)           Without
limiting the foregoing, (i) any amendment to the Second Amended Indenture made
in accordance with terms thereof, any amendment to the Facility Lease
Agreement, any waiver of or consent to or departure from, or failure to
exercise or a delay in the exercise of any right, remedy, power or privilege
under or in respect of the Facility Lease Agreement and/or the Second Amended
Indenture or any document or instrument executed or delivered in connection
therewith, including, without limitation, any modification, extension or
postponement or acceleration of times for payment or performance, shall not in
any way affect the obligations of FWC to make Exit Payments under this
Agreement or the timing of such payments, and (ii) the obligations of FWC to make
Exit Payments under this Agreement shall not be subject to acceleration for any
reason except as set forth in Sections 2(g) and 2(h) hereof.


 


(e)           FWC’s
obligation to make Exit Payments shall be adjusted as follows:


 


(i)            On
or prior to any Exit Payment Due Date, the Trustee shall notify FWC of any
amounts (an “Exit Payment Credit Amount”) held in any fund or account created
pursuant to the Second Amended Indenture that pursuant to the terms thereof are
available to be applied on such Exit Payment Due Date (without giving effect to
the Exit Payment then due) (x) in the case of Current Exit Payments, to the
payment of principal, interest or redemption price (as applicable) on the 1999C
Bonds and (y) in the case of the Accreted Amount Exit Payment, to the payment
of principal, interest or redemption price (as applicable) on the 1999D Bonds,
and the amount of such Exit Payment due on such Exit Payment Due Date shall be
reduced by such Exit Payment Credit Amount.


 


(ii)           In
the event that there shall be any reduction in the aggregate outstanding
principal amount of any 1999C and D Bonds as a result of any partial redemption
or defeasance of such 1999C and D Bonds prior to their maturity, other than due
to any sinking fund redemption, appropriate corresponding adjustments shall be
made to the principal components on which the Exit Payments are based in their
order of maturity, the Exit Payment(s) related thereto shall be recalculated
and Schedule A and B, as appropriate, shall be amended.


 


(iii)          FWC
shall have the right at any time, at its option and in its sole discretion, to
irrevocably deposit with the Trustee all, or any portion of, any Litigation
Proceeds allocable to FWC pursuant to Section 2.3(F) or
Section 2.3(G) of the Irrevocable Assignment and Allocation Agreement (the
“FWC Litigation Deposit”), in which event (A) the principal components on which
the Current Exit Payments are based shall be reduced, in their order of
maturity, by the amount of the FWC Litigation Deposit, (B) the Current Exit
Payment(s) related thereto shall be recalculated to reflect the reduction of
the principal components and corresponding reduction of the interest
components, and (C) Schedule A shall be amended.


 


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(f)            Each
of the following shall be an “FWC Default” hereunder:


 


(i)            FWC
shall have become insolvent, or generally does not pay its debts as they become
due, or admits in writing its inability to pay its debts, or makes a deed of
trust or assignment for the benefit of its creditors; or


 


(ii)           (A)  Unless the petition instituting the
proceedings is timely contested and the proceedings are dismissed or
effectively stayed within sixty (60) days from the commencement thereof,
insolvency, receivership, liquidation, reorganization or similar proceedings
have been instituted against FWC or (B) FWC shall institute any such
proceeding; or


 


(iii)          FWC
shall fail to make any Exit Payment when due whether by acceleration or
otherwise; or


 


(iv)          Any
acceleration of any Senior Debt.


 


(g)           Upon
(A) the occurrence of an FWC Default under clause (ii) of Section 2(f)
there shall be an immediate and automatic acceleration of the Current Exit
Payments without notice or demand of any kind, which notice is hereby waived,
or (B) the occurrence of any other FWC Default, the Trustee, may but shall not
be obligated to, declare by written notice to FWC, an acceleration of the
Current Exit Payments; in either of which event of acceleration an amount equal
to the sum of (x) the sum of the remaining unpaid Current Exit Payment
Principal Components plus (y) interest on the principal sum in clause (x)
computed at the rate of interest set forth on Schedule A from the date of
the last payment of a Current Exit Payment Interest Component to and including
the date of such acceleration, shall be immediately due and payable.


 


(h)           Upon
(A) the occurrence of an FWC Default under clause (ii) of Section 2(f)
there shall be an immediate and automatic acceleration of the Accreted Amount
Exit Payment without notice or demand of any kind, which notice is hereby
waived, or (B) the occurrence of any other FWC Default, the Trustee may, but
shall not be obligated to, declare by written notice to FWC, an acceleration of
the Accreted Amount Exit Payment; in either of which event of acceleration an
amount equal to the Accreted Amount, calculated in the manner set forth on
Exhibit B, to and including the date of such acceleration, shall be immediately
due and payable.


 


(i)            No
delay on the part of the Trustee in the exercise of any right or remedy
hereunder shall operate as a waiver thereof, and no single or partial exercise
by the Trustee of any right or remedy hereunder shall preclude any further
exercise thereof;  nor shall any
modification or waiver of any of the provisions of this Agreement be binding
upon either Party, except as expressly set forth in a writing duly signed by
both Parties.  The failure of the
Trustee at any time or times hereafter to require strict performance by FWC of
any of the provisions, warranties, terms or conditions contained in this
Agreement or any agreement, instrument or document now or at any time or times
hereafter executed by FWC with respect to the obligations of FWC contained in
this Agreement shall not result in the waiver of or affect or diminish any
right of


 


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the Trustee at any time or times hereafter to demand strict performance
of such obligations and such right shall not be deemed to have been waived by
any act or knowledge of the Trustee, its partners, agents, officers or
employees, unless such waiver is contained in an instrument in writing signed
by an officer or agent of the Trustee and directed to FWC specifying such
waiver.  No waiver by the Trustee of any
default or failure to pay or perform when due all or any portion of the
obligations of FWC contained in this Agreement shall operate as a waiver of any
other default or failure or the same default or failure on a future occasion.


 


3.             Subordination.


 


(a)           Except
as expressly permitted in Section 3(c), the Subordinated Creditor hereby
subordinates its rights to payment and satisfaction of any and all obligations
of FWC under the Subordinated Debt to the prior indefeasible payment and
satisfaction in full of all Senior Debt.


 


(b)           FWC
and the Subordinated Creditor agree in favor of each Senior Creditor that until
all Senior Debt is indefeasibly paid and satisfied in full:


 


(i)            Except
as permitted in Sections 3(c) and 2(e)(iii), FWC shall not, directly or
indirectly, make, and the Subordinated Creditor shall not, directly or
indirectly, accept or receive, any payment of or any prepayment or
non-mandatory payment or any payment pursuant to claims of breach or otherwise
in respect of any Subordinated Debt;


 


(ii)           Except
as permitted by the terms of the Senior Documents, FWC shall not grant to the
Subordinated Creditor and the Subordinated Creditor shall not acquire any
collateral or guarantees for any Subordinated Debt;


 


(iii)          The
Subordinated Creditor shall furnish to each Senior Creditor or agent thereof
set forth in Schedule C or as designated pursuant to Section 5(a)
copies of all notices or demands sent to FWC under the Subordinated Documents
relating to an FWC Default under the Subordinated Debt on the same business day
as the sending or delivery of same to FWC; provided FWC has furnished the
Trustee with the names and notice addresses for each Senior Creditor or agent
thereof.


 


(c)           Unless
and until the occurrence of a payment default under any Senior Debt, or any
other default under any Senior Document resulting in an acceleration of any
Senior Debt, FWC may make and the Subordinated Creditor may receive and retain
from FWC payments in respect of the Subordinated Debt in accordance with the
terms of this Agreement and the other Subordinated Documents.  Following the occurrence of a payment
default under any Senior Debt or any other default under any Senior Document
resulting in an acceleration of any Senior Debt, FWC shall make no payments
under this Agreement until all such defaults have been cured or waived or all
Senior Debt on which a payment default has occurred or the principal amount
thereof has been accelerated has been indefeasibly paid in and satisfied in
full.


 


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(d)           In
the event of any insolvency or bankruptcy case or any receivership,
liquidation, reorganization or similar proceedings in connection therewith
relative to FWC or in the event of any cases for voluntary liquidation,
dissolution or other winding up of FWC or in the event of any assignment by FWC
for the benefit of creditors (each, an “Insolvency Case”), each Senior Creditor
shall first be entitled to receive indefeasible payment in full of all Senior
Debt before the Subordinated Creditor shall be entitled to receive and retain
any payment on account of the Subordinated Debt, and, as between each Senior
Creditor and the Subordinated Creditor, each Senior Creditor shall be entitled
to receive for application in payment of the Senior Debt any payment or
distribution of any kind or character, whether in cash, property or securities,
which may be payable or deliverable in any such Insolvency Case in respect of
the Subordinated Debt.  In any
Insolvency Case, each Senior Creditor or agent thereof is irrevocably
authorized by the Subordinated Creditor to take any action which the
Subordinated Creditor might otherwise be entitled to take.


 


(e)           Should
any payment of or distribution on account of any Subordinated Debt be received
or collected by the Subordinated Creditor, except in accordance with Section 3(c),
such payments shall be held in trust by the Subordinated Creditor for the
benefit of each Senior Creditor and shall be delivered forthwith to each Senior
Creditor or agent thereof for application to the Senior Debt, in the form
received with any necessary endorsement or assignment.


 


(f)            The
Subordinated Creditor shall not be subrogated to, or be entitled to any
assignment of any Senior Debt or Subordinated Debt, or of any collateral for or
guarantees or evidence of any Senior Debt or Subordinated Debt, until all
Senior Debt is indefeasibly paid in full to each Senior Creditor or agent
thereof.


 


(g)           The
Subordinated Creditor waives notice of acceptance hereof by any Senior
Creditor, and waives notice of and consents to the creation of any Senior Debt,
extensions granted or other action taken by each Senior Creditor in reliance
hereon, the acquisition or release of any collateral for or guarantors of the
payment of Senior Debt, or the releasing of any other subordinating creditor,
if applicable.  The Subordinated
Creditor waives (to the extent permitted by law) demand, presentment, protest,
notice of protest and of default and any and all other notices with respect to
any Senior Debt to which any of them might otherwise be entitled.  In addition, the Subordinated Creditor
specifically acknowledges and consents to the execution and the performance of
the Senior Documents, to any extensions or postponements of the time of payment
of the Senior Debt and any other indulgence with respect thereto, to any substitutions,
exchange or release of any collateral which may at any time secure the Senior
Debt and the addition or release of any other party or person primarily or
secondarily liable therefor.


 


(h)           The
Subordinated Creditor agrees that in the event of a payment default under the
Subordinated Debt, the Subordinated Creditor shall not, directly or indirectly,
without the prior written consent of each of the Senior Creditors in accordance
with their respective Senior Documents, for a period of 180 days after the date
that the Subordinated Creditor has notified the Senior Creditors of such
default pursuant to Section 3(b)(iii), seek to collect against FWC any
Subordinated Debt or take any other action, including assertion of any claims
or joining


 


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in any petition or otherwise initiating any Insolvency Case, or
instituting any other legal proceeding against FWC with respect to the
Subordinated Debt or under the Subordinated Documents; provided, however, that
if a payment default exists with respect to any Senior Debt, upon the
expiration of such 180 day period, such period shall be extended to the earlier
to occur of (x) the acceleration of such Senior Debt or (y) the date on which
such Senior Debt has been indefeasibly paid and satisfied in full; and
provided, further, that nothing contained herein shall prohibit the
Subordinated Creditor from declaring any acceleration of any Subordinated Debt
upon the occurrence of an FWC Default.


 


(i)            The
Subordinated Creditor hereby agrees that any proceeds of any collateral
securing any Senior Debt received by a Senior Creditor may be applied,
reversed, and reapplied, in whole or in part, to any of the Senior Debt as such
Senior Creditor, in its sole discretion, deems appropriate.  The Subordinated Creditor hereby waives (to
the extent permitted by law) the application of the doctrine of marshalling
assets or collateral or any other legal or equitable principal or doctrine
which could otherwise, in any way, constrain, limit or effect the order or
manner of liquidation by any Senior Creditor of any collateral securing Senior
Debt or enforcement against any person obligated for Senior Debt, all of which
shall be subject to such Senior Creditor’s sole discretion.


 


(j)            None
of the Subordinated Debt may be assigned or transferred by the Subordinated
Creditor or its successors and assigns unless each Senior Creditor or agent
thereof has received from the assignee a written acknowledgment stating that it
has received a copy of this Agreement and agrees to be bound by the provisions
of this Section 3.


 


(k)           The
provisions of this Section 3 shall be applicable both before and after the
commencement of any Insolvency Case by or against FWC and all converted and
succeeding cases and respect thereof. 
The relevant rights, as provided for in this Section 3, shall
continue after the commencement of any such case on the same basis as prior to
the date of commencement of any such case, as provided in this Section 3,
subject to any court order approving the financing of or use of cash collateral
by FWC, as debtor-in-possession.


 


4.             Representations
and Warranties of FWC.


 


FWC hereby represents and warrants as follows:


 


(a)           FWC
(i) is a corporation duly organized, validly existing and in good standing
under the laws of the State of New York, (ii) has all requisite corporate power
and authority to carry on its business as presently conducted and to execute
and deliver this Agreement and (iii) is duly qualified and in good standing in
each jurisdiction where failure to so qualify would materially affect its
ability to perform its obligations under this Agreement.


 


(b)           FWC
has full power and authority to enter into, execute and deliver this Agreement,
and has taken all actions necessary, to execute, deliver and perform its
obligations under this Agreement.


 


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(c)           This
Agreement has been duly and validly executed and delivered by FWC and
constitutes its legal, valid and binding obligation, enforceable in accordance
with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency or other laws affecting the rights of creditors
generally or by general principles of equity or judicial discretion.


 


(d)           The
execution and delivery of this Agreement by FWC, and the performance by FWC of
its obligations hereunder, does not and will not (i) violate any governmental
approval, law, regulation, order, writ, injunction or decree of any
governmental authority applicable to it or any of its property or assets, (ii)
violate any provision of its certificate of incorporation, by-laws or other
governing documents, (iii) subject to the consent of the senior lenders under,
and the execution of requisite amendments, if necessary, to, FWC’s currently outstanding
senior bank credit facilities with respect to the transactions contemplated
hereby, violate or constitute a material default under any material agreement
or instrument to which it is a party or by which it or any of its properties or
assets may bound, or (iv) result in the creation or imposition of any lien upon
any of its property or assets.


 


5.             Covenants
of FWC.


 


(a)           FWC
shall furnish to the Trustee as soon as practicable after the end of each
fiscal year of FWC, and in any event within one hundred twenty (120) days
thereafter, (i) a copy of the annual report of FWC for such fiscal year and
(ii) a statement identifying all then existing Senior Debt (including any
changes to names or notice addresses) and the amount(s) thereof outstanding as
of the end of such fiscal year.


 


(b)           FWC
shall, upon request, furnish to the Trustee copies of all reports filed by FWC
with the Securities and Exchange Commission under Sections 13, 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(c)           Except
as expressly permitted by the following paragraph, FWC will at all times
maintain its corporate existence and will do or cause to be done all things
reasonably necessary to preserve and keep in full force and effect all material
franchises and licenses necessary for the conduct of its business.


 


(d)           FWC
shall not merge with or into or consolidate with any other entity, change its
form of organization, or liquidate or dissolve itself (or suffer any such
liquidation or dissolution) or sell, transfer or pledge all or substantially
all of its assets to any other entity unless the survivor of such transaction
assumes all of the obligations of FWC under this Agreement.


 


(e)           FWC
shall comply with the continuing disclosure covenant set forth in Appendix 1
attached hereto and made a part hereof (the “Continuing Disclosure Covenant”).


 


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(f)            In
the event that FWC shall obtain a rating of at least “A-” or the equivalent by
Standard & Poor’s or Moody’s taking into account FWC’s obligations under
this Agreement, FWC shall (i) use its best efforts to obtain from each Senior
Creditor its consent to release and eliminate the subordination provisions of
Section 3 of this Agreement, and (ii) obtain a rating for the 1999C and D
Bonds from Standard & Poor’s or Moody’s; provided, however, that the
failure to obtain such consent or rating shall not be deemed a default or event
of default by FWC under this Agreement.


 


(g)           FWC
shall not incur any indebtedness for borrowed money which is subordinated in
right of payment to any Senior Debt unless such indebtedness is also
subordinated in right of payment to the Subordinated Debt.


 


6.             Covenants
of Trustee.


 


(a)           The
Trustee shall, upon receipt by the Trustee of any notice of any Determination
of Taxability with respect to the 1999C Bonds or the 1999D Bonds, give notice
to FWC of such Determination of Taxability, and FWC shall have the right to
contest any such Determination of Taxability, each in accordance with the terms
of the Second Amended Indenture.


 


(b)           The
Trustee shall not amend or consent to any amendment to the following Sections
of the Second Amended Indenture without the express prior written consent of
FWC:


 


	
  (i)

  	
   

  	
  the definition of “Determination of Taxability” in Section 1.01
  thereof;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  the definition of “Litigation Event” in Section 1.01 thereof;

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  the definition of “Litigation Proceeds” in Section 1.01 thereof;

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  Section 4.08 thereof to the extent it relates to the 1999C and D
  Bonds;

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  Section 4.09 thereof;

  
	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  Section 4.10 thereof;

  
	
   

  	
   

  	
   

  
	
  (vii)

  	
   

  	
  Section 4.11 thereof to the extent it relates to the 1999C and D
  Bonds or to any amounts payable thereunder to FWC;

  
	
   

  	
   

  	
   

  
	
  (viii)

  	
   

  	
  Section 4.12 thereof to the extent it relates to the 1999C and D
  Bonds;

  



 


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  (ix)

  	
   

  	
  Section 5.03(b)(i) and 5.03(b)(ii) thereof to the extent
  relating to transfers of moneys from the Insurance and Condemnation Proceeds
  Account to the Redemption Fund;

  
	
   

  	
   

  	
   

  
	
  (x)

  	
   

  	
  Section 5.04(b)(vi) thereof;

  
	
   

  	
   

  	
   

  
	
  (xi)

  	
   

  	
  Section 5.06 thereof;

  
	
   

  	
   

  	
   

  
	
  (xii)

  	
   

  	
  Section 5.07(a) thereof;

  
	
   

  	
   

  	
   

  
	
  (xiii)

  	
   

  	
  Section 5.07(c) thereof to the extent relating to the direction
  of an FWC Representative (as defined therein);

  
	
   

  	
   

  	
   

  
	
  (xiv)

  	
   

  	
  Section 5.08 thereof;

  
	
   

  	
   

  	
   

  
	
  (xv)

  	
   

  	
  Section 6.03 thereof;

  
	
   

  	
   

  	
   

  
	
  (xvi)

  	
   

  	
  Section 7.16(b) thereof;

  
	
   

  	
   

  	
   

  
	
  (xvii)

  	
   

  	
  the last paragraph of Section 8.02 thereof;

  
	
   

  	
   

  	
   

  
	
  (xviii)

  	
   

  	
  the third sentence of Section 8.05(e) thereof;

  
	
   

  	
   

  	
   

  
	
  (xix)

  	
   

  	
  Section 8.06 thereof to the extent it relates to giving notice
  to FWC;

  
	
   

  	
   

  	
   

  
	
  (xx)

  	
   

  	
  clause (ii) of Section 9.01(a) thereof; and

  
	
   

  	
   

  	
   

  
	
  (xxi)

  	
   

  	
  Section 9.05 thereof.

  



 


(c)           The
Trustee shall use its best efforts to require that any opinions of bond counsel
delivered under or pursuant to the Second Amended Indenture with respect to the
1999C Bonds or the 1999D Bonds be addressed to FWC, or that such bond counsel
furnish to FWC a reliance letter with respect to such opinions.


 


7.             Effectiveness;
Termination.


 


This Agreement has been executed and delivered on the date first set
forth above and shall, following the approval by the Bankruptcy Court of the
Prepackaged Bankruptcy Plan, be effective on the Initial Exchange Date.  Notwithstanding anything contained herein to
the contrary, this Agreement shall be of no validity or effect unless and until
the Bankruptcy Court has approved the Prepackaged Bankruptcy Plan and the
Initial Exchange Date shall have occurred, and, if not so approved by the
Bankruptcy Court and/or the Initial Exchange Date shall not occur, shall be
deemed void ab initio.  This Agreement
and the obligations of Parties shall terminate upon the


 


11

















 


earlier of (i) prior redemption or payment in full of all of the 1999C
and D Bonds such that no 1999C and D Bonds remain outstanding under the Second
Amended Indenture, or the legal defeasance of all of the 1999C and D Bonds and
(ii) the indefeasible performance in full or other satisfaction of FWC’s
obligations to make all Exit Payments pursuant to and in accordance with the
terms of this Agreement.


 


8.             Assignments;
Successors and Assigns.


 


The rights and obligations of either Party shall not be assignable
without prior written consent of the other Party and, if applicable, compliance
with Section 3(j); provided, however, that the Trustee shall assign its
rights and obligations under this Agreement to any successor trustee or
co-trustee which may be appointed under the Second Amended Indenture.  This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors and
permitted assigns (including, in the case of the Trustee, any successor trustee
to the Trustee under the Second Amended Indenture, who shall be deemed,
automatically and without further action, the Trustee for purposes of this
Agreement).


 


9.             Tax
Treatment.


 


It is the intent of FWC and the Partnership that for U.S. federal,
state and local income tax purposes the payments under this Agreement by FWC
will be deductible by FWC either as an ordinary and necessary expense under
Section 162 of the Internal Revenue Code of 1986, as amended (the “Code”)
or as worthless securities loss under Section 165(g) of the Code (the
“Intended Treatment”).  FWC and the
Partnership agree to so treat such payments for such purposes.  Further, FWC and the Partnership will not
take any action, including taking a position on any return, statement or
schedule filed with U.S. federal, state or local income tax authorities,
that is inconsistent with the Intended Treatment.


 


10.           Governing
Law; Submission to Jurisdiction.


 


This Agreement shall be governed by, and construed in accordance with,
the law of the State of New York.  The
Parties irrevocably submit to the jurisdiction of the courts of the State of
New York and the courts of the United States sitting in the State of New York
in any litigation relating to this Agreement.


 


11.           Miscellaneous.


 


(a)           Remedies.              In the event FWC fails to perform any of
its obligations hereunder the Trustee may avail itself of all available
remedies, in law or at equity, to enforce its rights hereunder and, except with
respect to a breach of Sections 5(e) and 5(f), to recover any damages suffered
as a result of such failure.


 


(b)           Severability.          If any provision of this Agreement, or part
thereof, shall be held invalid, illegal or unenforceable in any respect, such
holding shall not affect any other


 


12

















 


provisions or the remaining part of any
effective provisions of this Agreement and this Agreement shall be construed as
if such invalid, illegal or unenforceable provision or part thereof had never
been contained herein, but only to the extent of its invalidity, illegality or
unenforceability.  To the extent
permitted by applicable law, the Parties hereby waive any provision of law
which renders any provision hereof prohibited or unenforceable in any respect.


 


(c)           Amendments.  No amendment of this
Agreement shall be effective unless the same shall be in writing and signed by
FWC and the Trustee at the direction of the registered owners of the
outstanding 1999 C and 1999D Bonds as provided in the Second Amended Indenture.


 


(d)           Notices.  All notices or other
communications required or permitted by this Agreement or by law to be served
upon or given to FWC or the Trustee shall be in writing and shall be deemed
duly served and given when received after being delivered by hand, or sent by
registered or certified mail, return receipt requested, or sent by Federal
Express or other nationally recognized overnight delivery service providing for
receipt against delivery or sent by telecopy providing for acknowledgment of
receipt, postage or delivery charges prepaid, addressed as follows:


 


	
  If to FWC:

  	
   

  	
  Foster Wheeler Corporation

  
	
   

  	
   

  	
  Perryville Corporate Park

  
	
   

  	
   

  	
  Clinton, New Jersey 08809-4000

  
	
   

  	
   

  	
  Attention:  General Counsel

  
	
   

  	
   

  	
   

  
	
  If to the Trustee

  	
   

  	
  SunTrust Bank, Central
  Florida, National Association

  
	
   

  	
   

  	
  225 East Robinson Street,
  Suite 250

  
	
   

  	
   

  	
  Orlando, Florida 32801

  
	
   

  	
   

  	
  Attention:

  	
  Deborah Moreyra

  
	
   

  	
   

  	
   

  	
  First Vice President

  



 


FWC or the Trustee may change its address for
such purpose by giving written notice of such change to the other in the manner
provided above.


 


(e)           Headings.  The headings of the Sections
of this Agreement have been inserted for convenience of reference only and
shall in no way restrict or otherwise modify any of the terms or provisions
hereof.


 


(f)            Counterparts. 
This Agreement may be signed in counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.


 


13

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the Contract Date.


 


	
  ATTEST:

  	
  FOSTER WHEELER CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Peter D. Rose

  	
   

  	
  By:

  	
  /s/ Steven I. Weinstein

  	
   

  
	
  Name: Peter D. Rose

  	
   

  	
  Name:

  	
  Steven I. Weinstein

  
	
  Title:  Assistant Secretary

  	
   

  	
  Title:

  	
  Vice President and

  
	
   

  	
   

  	
   

  	
  Deputy General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
  SUNTRUST BANK, CENTRAL
  FLORIDA,

  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  
								



 

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the Contract Date.


 


	
  ATTEST:

  	
  FOSTER WHEELER CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name: Peter D. Rose

  	
   

  	
  Name:

  	
  Steven I. Weinstein

  
	
  Title: Assistant Secretary

  	
   

  	
  Title:

  	
  Vice President and

  
	
   

  	
   

  	
  Deputy General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
  SUNTRUST BANK, CENTRAL
  FLORIDA,

  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Jonathan W. Fox

  	
   

  	
  By:

  	
  /s/ Deborah Moreyra

  	
   

  
	
  Name:  Jonathan W. Fox

  	
   

  	
  Name:

  	
  Deborah Moreyra

  
	
  Title:     Senior
  Vice President

  	
   

  	
  Title:

  	
  First Vice President

  
						



 

















 


SCHEDULE I - DEFINITIONS


 


“Accreted Amount”
has the meaning specified in Schedule B.


 


“Accreted Amount Exit Payment”
has the meaning set forth in Section 2(a).


 


“Addendum 3” means
Addendum 3, dated May 26, 1999 to the Amended and Restated Electric Service
Contract dated as of September 16, 1994, by and between the Partnership and
Commonwealth Edison Company, as amended.


 


“Agreement” means
this Exit Funding Agreement, including all Schedules and appendices hereto.


 


“Bankruptcy Court”
means the United States Bankruptcy Court having jurisdiction over the petition
for reorganization to be filed in connection with the Prepackaged Bankruptcy
Plan.


 


“Continuing Disclosure Covenant”
has the meaning set forth in Section 5(e), and is set forth in Appendix 1.


 


“CPI” means the
Consumer Price Index for the Chicago-Gary-Lake County,
Illinois/Indiana/Wisconsin, Standard Metropolitan Statistical Area, All-Items
for all Urban Consumers, 1982-1984 Base, published by the United States
Department of Labor, or, if such index is no longer published or its method of
computation is substantially modified, a substitute index published by the
Federal government of the United States or a reputable publisher of financial
or economic statistics that will fairly and reasonably reflect the same or
substantially the same information as the discontinued or modified index, as
agreed by the Partnership, FWC and the Trustee.


 


“Current Exit Payment”
or “Current Exit Payments” has the
meaning set forth in Section 2(a).


 


“Current Exit Payment Interest Component”
means the amounts so designated as interest component on Schedule A.


 


“Current Exit Payment Principal Component”
means the amounts so designated as principal component on Schedule A.


 


“Exchange Act” has
the meaning set forth in Section 5(b).


 


“Existing Bonds” has
the meaning set forth in the recitals to this Agreement.


 


“Exit Payment” and “Exit Payments” has the meaning set forth
in Section 2(a).


 


I-1

















 


“Exit Payment Credit Amount”
has the meaning set forth in Section 2(e)(i).


 


“Exit Payment Due Date”
has the meaning set forth in Section 2(c).


 


“Facility” has the
meaning set forth in the recitals to this Agreement.


 


“Facility Lease Agreement”
has the meaning set forth in the recitals to this Agreement.


 


“FWC” means Foster
Wheeler Corporation, a New York corporation, and its successors and permitted
assigns hereunder.


 


“FWC Default” has
the meaning set forth in Section 2(f).


 


“FWC Litigation Deposit”
has the meaning set forth in Section 2(e)(iii).


 


“Holiday” means New
Year’s Day, Martin Luther King Day, President’s Day, Patriot’s Day, Memorial
Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day
and Christmas Day.


 


“Initial Exchange”
means the restructuring of the Prior Bonds, pursuant to the Prepackaged
Bankruptcy Plan, through the issuance of 1999 Bonds in exchange for the
Existing Bonds.


 


“Initial Exchange Date”
means the date on which the Initial Exchange is consummated.


 


“Insolvency Case”
has the meaning set forth in Section 3(d).


 


“Irrevocable Assignment and Allocation
Agreement” means that certain Irrevocable Assignment
and Allocation Agreement dated as of October 15, 1999 from the Partnership to
FWC and the Trustee.


 


“Litigation Proceeds”
means any value received by, or payable to, the Partnership in any form,
including, without limitation, any lump-sum payment, structured payment or
increase in electrical rates payable to the Partnership in respect of the
Project, as a result of, or relating to, the Retail Rate Litigation for any
reason, including, without limitation, by reason of settlement thereof or any
judgment therein or any change in applicable law. In the event that all or a
portion of such value takes the form of an increase in electric rates payable
to the Partnership in respect of the Facility, the amount of such Retail Rate
Litigation Proceeds shall equal the amount of such increase, which shall be
calculated as the amounts actually received by, or payable to, the Partnership
(or the amount that would be payable to the Partnership if the Partnership were
then selling to Commonwealth Edison Company) over the Wholesale Rate; provided,
that from January 1, 2000 through December 31, 2004 (or such earlier date as
Addendum 3 may be terminated,


 


I-2

















 


otherwise than in connection with the Retail Rate Litigation) the
Wholesale Rate shall be deemed to be the amount payable to the Partnership
under Addendum 3.


 


“Moody’s” means
Moody’s Investors Service, Inc., its successors and assigns, and, if such
corporation shall be dissolved or liquidated or shall no longer perform the
functions of a securities rating agency, “Moody’s” shall be deemed to refer to
any other nationally recognized securities rating agency designated by the
Trustee at the direction of the Partnership.


 


“MWh” means megawatt
hour.


 


“1994A and B Consenting Bonds”
has the meaning set forth in the recitals to this Agreement.


 


“1994 Indenture” has
the meaning set forth in the recitals to this Agreement.


 


“1996 Indenture” has
the meaning set forth in the recitals to this Agreement.


 


“1999A Bonds” has
the meaning set forth in the recitals to this Agreement.


 


“1999B Bonds” has
the meaning set forth in the recitals to this Agreement.


 


“1999C Bonds” has
the meaning set forth in the recitals to this Agreement.


 


“1999C and D Bonds”
has the meaning set forth in the recitals to this Agreement.


 


“1999D Bonds” has
the meaning set forth in the recitals to this Agreement.


 


“Off-Peak Market Price”
means (a) at any time when a liquid energy market does not exist in the Chicago
metropolitan area, $12.00 per MWh. escalated at the CPI from the Initial
Exchange Date, and (b) at any time when a liquid energy market does exist in
the Chicago metropolitan area, with respect to purchases on a particular day,
the weighted average price per off-peak MWh traded into the Chicago
metropolitan area for such day, as provided in a recognized trading index or
indices in such market as agreed upon by FWC, the Partnership and the Trustee.


 


“Off-Peak Period”
means any period that is not an On-Peak Period.


 


“On-Peak Market Price”
means, (a) at any time when a liquid energy market does not exist in the
Chicago metropolitan area, with respect to purchases of electricity on a
particular day, the weighted average price per on-peak MWh for electricity
traded into the Cinergy control area for such day as published in the Wall
Street Journal, National Edition under the heading “DJ Cinergy” multiplied by a
factor of 105%, or, if such price is not published therein, such other price as
the Partnership, FWC and the Trustee shall mutually agree on and (b) at any
time when a liquid energy market does exist in the Chicago metropolitan area,
with respect to purchases on a


 


I-3

















 


particular day, the weighted average price per on-peak MWh traded into
the Chicago metropolitan area for such day, as provided in a recognized trading
index or indices in such market as agreed upon by FWC, the Partnership and the
Trustee.


 


“On-Peak Period”
means the period of hours beginning at 0601 hours (for the hour ending 0700
hours) and ending at 2200 hours (for the hour ending 2200 hours) on all
weekdays, Monday through Friday, excluding Holidays.


 


“Original 1994A and B Bonds”
has the meaning set forth in the recitals to this Agreement.


 


“Partnership” means
Robbins Resource Recovery Partners, L.P., a Delaware limited partnership.


 


“Party” or “Parties” means either or both parties to
this Agreement as applicable.


 


“Prepackaged Bankruptcy Plan”
means a prepackaged plan of reorganization of the Partnership, RRRP Robbins,
Inc. and RRRP Illinois, Inc. under Chapter 11 of Title 11 of the United States
Bankruptcy Code involving the restructuring of the Existing Bonds through the
Initial Exchange.


 


“Prior Agreements”
has the meaning set forth in the recitals to this Agreement.


 


“Project” has the
meaning set forth in the recitals to this Agreement.


 


“Restructuring Agreement”
means that certain Restructuring Agreement, dated as of the Restructuring
Agreement Date, between the Partnership and, among others, the bondholders
signatory thereto, in connection with the restructuring of the Existing Bonds
pursuant to the Prepackaged Bankruptcy Plan.


 


“Restructuring Agreement Date”
means October 15, 1999.


 


“Retail Rate Litigation”
means the litigation pending in the U.S. District Court for the Northern
District of Illinois, currently on appeal to the U.S. Court of Appeals for the
Seventh Circuit (Case #96-CV-1735) and the litigation pending in the Circuit
Court of Cook County, Illinois, County Department, Chancery Division, affirmed,
in part, and vacated, in part by the Appellate Court of Illinois, First
District (Consolidated Action Docket Nos. 96 CH 2560 and 96 CH 12873) and
remanded to the Circuit Court.


 


“Second Amended Indenture”
has the meaning set forth in the recitals to this Agreement.


 


“Senior Creditor”
means, the holder of any Senior Debt.


 


“Senior Debt” means
all principal, interest, fees, prepayment premiums and other amounts owed or
hereafter owing by FWC under (i) the debt identified on Schedule C attached
hereto


 


I-4

















 


(including the name and notice address of each Senior Creditor or its
agent) and (ii) any other debt designated from time to time by FWC as Senior
Debt for the purposes of this Agreement in a written notice to the Trustee, in
each case together with any extensions, modifications, replacements or
refinancings of such debt in whole or in part; provided, however, that the Senior
Debt does not include, and shall under no circumstances be deemed to include
(1) any principal, interest, fees, prepayment premiums or other debt which is
subordinated in right of payment to any other Senior Debt and (2) the Trust
Preferred Debt, and FWC affirms that its obligations under any Subordinated
Debt shall constitute “Senior Indebtedness” under the terms of the Trust
Preferred Debt.


 


“Senior Documents”
means any and all documents, instruments, notes, certificates, guarantees or
pledges which evidence or secure or in any way relate to the Senior Debt, or
any part thereof, and all amendments, modifications, supplements, waivers,
substitutions, replacements, renewals or extensions thereof.


 


“Standard & Poor’s”
means Standard & Poor’s Rating Group, a division of McGraw Hill, Inc., it
successors and assigns, and, if such group shall be dissolved or liquidated or
shall no longer perform the functions of a securities rating agency, “Standard
& Poor’s” shall be deemed to refer to any other nationally recognized
securities rating agency designated by the Trustee at the direction of the
Partnership.


 


“Subordinated Creditor”
means, collectively, the Trustee and any permitted assignee of the Trustee’s
interest in the Subordinated Debt (including, without limitation, the Village
and the holders of the 1999C and D Bonds).


 


“Subordinated Debt”
means all obligations of, and amounts due and owing by, FWC to the Trustee
under this Agreement with respect to any or all Exit Payments, as the same may
from time to time be amended, modified, extended, substituted and/or replaced
in accordance with the terms hereof. FWC agrees and acknowledges that its
obligations under any Subordinated Debt shall constitute “Senior Indebtedness”
under the terms of the Trust Preferred Debt.


 


“Subordinated Documents”
means this Agreement and any and all other documents and instruments which
evidence or in any way relate to the Subordinated Debt, or any part thereof,
and all amendments, modifications, supplements, waivers, substitutions, replacements
or extensions thereof.


 


“Termination and Release Agreement”
has the meaning set forth in the recitals to this Agreement.


 


“Trust Preferred Debt”
means the $175,000,000 9.00% Junior Subordinated Debentures due 2029 issued
pursuant to that certain Junior Subordinated Indenture, dated as of January 13,
1999, between Foster Wheeler Corporation and Harris Trust and Savings Bank, an
Illinois banking corporation, as trustee.


 


I-5

















 


“Trustee” means
SunTrust Bank, Central Florida, National Association, and its successors and
permitted assigns hereunder.


 


“Village” has the
meaning set forth in the recitals to this Agreement.


 


“Wholesale Rate”
means, with respect to purchases of electricity during Off-Peak Periods, the
Off-Peak Market Price, and with respect to purchases of electricity during
On-Peak Periods, the On-Peak Market Price.


 


I-6

















 


SCHEDULE A - CURRENT EXIT PAYMENTS


 


	
  Date

  	
   

  	
  Principal
  Component

  	
   

  	
  Interest
  Component (a)

  	
   

  	
  Total
  Current Exit Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  04/15/2000

  	
   

  	
  —

  	
   

  	
  $

  	
  3,443,750.00

  	
   

  	
  $

  	
  3,443,750.00

  	
   

  
	
  10/15/2000

  	
   

  	
  $

  	
  1,285,000

  	
   

  	
  $

  	
  3,443,750.00

  	
   

  	
  $

  	
  4,728,750.00

  	
   

  
	
  04/15/2001

  	
   

  	
  —

  	
   

  	
  $

  	
  3,397,168.75

  	
   

  	
  $

  	
  3,397,168.75

  	
   

  
	
  10/15/2001

  	
   

  	
  $

  	
  1,375,000

  	
   

  	
  $

  	
  3,397,168.75

  	
   

  	
  $

  	
  4,772,168.75

  	
   

  
	
  04/15/2002

  	
   

  	
  —

  	
   

  	
  $

  	
  3,347,325.00

  	
   

  	
  $

  	
  3,347,325.00

  	
   

  
	
  10/15/2002

  	
   

  	
  $

  	
  1,475,000

  	
   

  	
  $

  	
  3,347,325.00

  	
   

  	
  $

  	
  4,822,325.00

  	
   

  
	
  04/15/2003

  	
   

  	
  —

  	
   

  	
  $

  	
  3,293,856.25

  	
   

  	
  $

  	
  3,293,856.25

  	
   

  
	
  10/15/2003

  	
   

  	
  $

  	
  1,580,000

  	
   

  	
  $

  	
  3,293,856.25

  	
   

  	
  $

  	
  4,873,856.25

  	
   

  
	
  04/15/2004

  	
   

  	
  —

  	
   

  	
  $

  	
  3,236,581.25

  	
   

  	
  $

  	
  3,236,581.25

  	
   

  
	
  10/15/2004

  	
   

  	
  $

  	
  1,690,000

  	
   

  	
  $

  	
  3,236,581.25

  	
   

  	
  $

  	
  4,926,581.25

  	
   

  
	
  04/15/2005

  	
   

  	
  —

  	
   

  	
  $

  	
  3,175,318.75

  	
   

  	
  $

  	
  3,175,318.75

  	
   

  
	
  10/15/2005

  	
   

  	
  $

  	
  1,810,000

  	
   

  	
  $

  	
  3,175,318.75

  	
   

  	
  $

  	
  4,985,318.75

  	
   

  
	
  04/15/2006

  	
   

  	
  —

  	
   

  	
  $

  	
  3,109,706.25

  	
   

  	
  $

  	
  3,109,706.25

  	
   

  
	
  10/15/2006

  	
   

  	
  $

  	
  1,940,000

  	
   

  	
  $

  	
  3,109,706.25

  	
   

  	
  $

  	
  5,049,706.25

  	
   

  
	
  04/15/2007

  	
   

  	
  —

  	
   

  	
  $

  	
  3,039,381.25

  	
   

  	
  $

  	
  3,039,381.25

  	
   

  
	
  10/15/2007

  	
   

  	
  $

  	
  2,080,000

  	
   

  	
  $

  	
  3,039,381.25

  	
   

  	
  $

  	
  5,119,381.25

  	
   

  
	
  04/15/2008

  	
   

  	
  —

  	
   

  	
  $

  	
  2,963,981.25

  	
   

  	
  $

  	
  2,963,981.25

  	
   

  
	
  10/15/2008

  	
   

  	
  $

  	
  2,225,000

  	
   

  	
  $

  	
  2,963,981.25

  	
   

  	
  $

  	
  5,188,981.25

  	
   

  
	
  04/15/2009

  	
   

  	
  —

  	
   

  	
  $

  	
  2,883,325.00

  	
   

  	
  $

  	
  2,883,325.00

  	
   

  
	
  10/15/2009

  	
   

  	
  $

  	
  2,385,000

  	
   

  	
  $

  	
  2,883,325.00

  	
   

  	
  $

  	
  5,268,325.00

  	
   

  
	
  04/15/2010

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2010

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  04/15/2011

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2011

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  04/15/2012

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2012

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  04/15/2013

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2013

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  04/15/2014

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2014

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  04/15/2015

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2015

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  04/15/2016

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2016

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  04/15/2017

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2017

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  



 


A-1

















 


	
  Date

  	
   

  	
  Principal
  Component

  	
   

  	
  Interest
  Component (a)

  	
   

  	
  Total
  Current Exit Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  04/15/2018

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2018

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  04/15/2019

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2019

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  04/15/2020

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2020

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  04/15/2021

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2021

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  04/15/2022

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2022

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  04/15/2003

  	
   

  	
  —

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  
	
  10/15/2023

  	
   

  	
  $

  	
  37,230,000

  	
   

  	
  $

  	
  2,796,868.75

  	
   

  	
  $

  	
  40,026,868.75

  	
   

  
	
  04/15/2024

  	
   

  	
  —

  	
   

  	
  $

  	
  1,447,281.25

  	
   

  	
  $

  	
  1,447,281.25

  	
   

  
	
  10/15/2024

  	
   

  	
  $

  	
  39,925,000

  	
   

  	
  $

  	
  1,447,281.25

  	
   

  	
  $

  	
  41,372,281.25

  	
   

  



 












NOTES:


(a) The Interest Component is calculated
based on a rate of 7.25% per annum commencing on October 15, 1999.


 


A-2

















 


SCHEDULE B - ACCRETED AMOUNT AND ACCRETED AMOUNT
EXIT PAYMENT


 


	
  DATE

  	
   

  	
  ACCRETED
  AMOUNT (a)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  04/15/2000

  	
   

  	
  $

  	
  18,630,014.33

  	
   

  
	
  10/15/2000

  	
   

  	
  $

  	
  19,282,234.96

  	
   

  
	
  04/15/2001

  	
   

  	
  $

  	
  19,957,020.06

  	
   

  
	
  10/15/2001

  	
   

  	
  $

  	
  20,655,444.13

  	
   

  
	
  04/15/2002

  	
   

  	
  $

  	
  21,378,581.66

  	
   

  
	
  10/15/2002

  	
   

  	
  $

  	
  22,126,790.83

  	
   

  
	
  04/15/2003

  	
   

  	
  $

  	
  23,901,146.13

  	
   

  
	
  10/15/2003

  	
   

  	
  $

  	
  22,702,722.06

  	
   

  
	
  04/15/2004

  	
   

  	
  $

  	
  24,532,234.96

  	
   

  
	
  10/15/2004

  	
   

  	
  $

  	
  25,390,759.31

  	
   

  
	
  04/15/2005

  	
   

  	
  $

  	
  26,279,727.79

  	
   

  
	
  10/15/2005

  	
   

  	
  $

  	
  27,199,498.57

  	
   

  
	
  04/15/2006

  	
   

  	
  $

  	
  28,151,504.30

  	
   

  
	
  10/15/2006

  	
   

  	
  $

  	
  29,136,819.48

  	
   

  
	
  04/15/2007

  	
   

  	
  $

  	
  30,156,518.62

  	
   

  
	
  10/15/2007

  	
   

  	
  $

  	
  31,212,034.38

  	
   

  
	
  04/15/2008

  	
   

  	
  $

  	
  32,304,441.26

  	
   

  
	
  10/15/2008

  	
   

  	
  $

  	
  33,435,171.92

  	
   

  
	
  04/15/2009

  	
   

  	
  $

  	
  34,605,300.86

  	
   

  
	
  10/15/2009

  	
   

  	
  $

  	
  35,816,618.91

  	
  *

  



 


 












NOTES:


	
  *  Accreted Amount Exit
  Payment

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Accreted Amount is calculated based on an assumed principal component
  of $18,000,000 with interest accruing at a nominal interest rate of 7.00% per
  annum commencing on October 15, 1999.

  



 


B-1

















 


SCHEDULE C - EXISTING SENIOR DEBT


 


1.             $200,000,000 6-3/4% Notes due November 15,
2005


(Contact: Harris Trust and Savings Bank, trustee, 311 West Moore
Street, 12th Floor, Chicago, IL, 60606, Attention: Corporate Trust
Administration.)


 


2.             $270,000,000 Revolving Credit Agreement,
dated as of February 12, 1999, among Foster Wheeler Corporation, the guarantors
signatory thereto (Foster Wheeler USA Corporation, Foster Wheeler Energy
International, Inc., and Foster Wheeler Energy Corporation), the lenders
signatory thereto, Bank of America, N.A.*, as administrative agent, First Union
National Bank, as syndication agent, and ABN AMRO Bank, N.V., as documentation
agent, and ABN AMRO Bank, N.V., First Union Capital Markets, Greenwich NatWest
Structured Finance Inc. and TD Securities (USA) Inc., as arrangers.


 


(Contact: Bank of America, N.A.*, 1850 Gateway Boulevard,
Concord, CA, 94520, Attn: Glenis Croucher, Tel: (925) 675-8447, Fax: (925)
675-8500; Copy to 555 South Flower Street, 11th Floor, Los Angeles, CA, 90071,
Attn: Bob Troutman, Tel: (213) 228-3866, Fax: (213) 623-7923.)


 


3.             $90,000,000 Short Term Revolving Credit
Agreement, dated as of February 12, 1999, among Foster Wheeler Corporation, the
guarantors signatory thereto (Foster Wheeler USA Corporation, Foster Wheeler
Energy International, Inc. and Foster Wheeler Energy Corporation), the lenders
signatory thereto, Bank of America, N.A.*, as administrative agent, First Union
National Bank, as syndication agent, and ABN AMRO Bank, N.V., as documentation
agent, arranged by NationsBanc Montgomery Securities LLC as lead arranger, and
ABN AMRO Bank, N.V., First Union Capital Markets, Greenwich NatWest Structured
Finance Inc. and TD Securities (USA) Inc., as arrangers.


 


(Contact: Bank of America, N.A.*, 1850 Gateway Boulevard,
Concord, CA, 94520, Attn: Glenis Croucher, Tel: (925) 675-8447, Fax: (925)
675-8500; Copy to 555 South Flower Street, 11th Floor, Los Angeles, CA, 90071,
Attn: Bob Troutman, Tel: (213) 228-3866, Fax: (213) 623-7923.)


 












*   (successor by merger to Bank of America National
Trust & Savings Association)


 


C-1

















 


APPENDIX 1


 


CONTINUING DISCLOSURE COVENANT


 


(a)           Purpose; Definitions.  This Continuing Disclosure Covenant is being
entered into for the benefit of the Owners and Beneficial Owners of the 1999C
Bonds and the 1999D Bonds and in order to assist the Participating Underwriters
in complying with the Rule. In addition to any terms defined in Schedule I to
the Exit Funding Agreement, capitalized terms not otherwise conventionally
capitalized shall the respective meanings ascribed to them in clause (m) of
this Continuing Disclosure Covenant.


 


(b)           Provision of Annual
Reports.


 


(i)            FWC
shall, or shall cause the Dissemination Agent to, not later than 120 days after
the end of FWC’s fiscal year, commencing with the report for FWC’s fiscal year
ending December 31, 2000, provide to the Issuer and to each Repository an
Annual Report which is consistent with the requirements of clause (c) of this
Continuing Disclosure Covenant; provided, however, the Dissemination Agent
shall have no obligation to examine said Annual Report as to its form,
substance, or compliance with clause (c) below. In each case, the Annual Report
may be submitted as a single document or as separate documents comprising a
package, and may crossreference other information as provided in clause (c) of
this Continuing Disclosure Covenant; provided that the audited financial
statements of FWC may be submitted separately from the balance of the Annual
Report and later than the date required above for the filing of the Annual
Report if they are not available by that date. If the fiscal year of FWC shall
change, FWC shall give notice of such change in the same manner as for a Listed
Event under clause (d)(vi) of this Continuing Disclosure Covenant.


 


(ii)           Not
later than thirty (30) Business Days prior to the date specified in subclause
(i) of this clause (b) for providing the Annual Report to the Repositories, FWC
shall provide sufficient copies of the Annual Report to the Issuer, the
Dissemination Agent and the Trustee (if the Trustee is not the Dissemination
Agent) for each of the Repositories. If by such date the Trustee has not
received a copy of the Annual Report, the Trustee shall contact FWC and the
Dissemination Agent (if the Trustee is not the Dissemination Agent) to
determine if FWC is in compliance with the first sentence of this subclause
(ii).


 


(iii)          If
the Trustee is unable to verify that an Annual Report has been provided to the
Issuer and the Repositories by the date required in subclause (i) of this
clause (b), the Trustee shall send a notice to the Issuer and to each
Repository in substantially the form set forth below:


 


APP-1-1

















 


NOTICE TO REPOSITORIES OF FAILURE TO FILE
ANNUAL REPORT


 


Name of Issuer:                VILLAGE OF
ROBBINS, ILLINOIS


 


Name of Bond Issue:   RESOURCE RECOVERY REVENUE
BONDS  (ROBBINS RESOURCE RECOVERY
PARTNERS, L.P. PROJECT), $
                        
SERIES 1999C AND $
                       
SERIES 1999D


 




	
  Name of Obligated Person:

  	
  ROBBINS RESOURCE RECOVERY PARTNERS, L.P.

  
	
   

  	
   

  
	
  Original Date of Issuance:

  	
  NOVEMBER 23, 1994

  
	
   

  	
   

  
	
  Date of First Exchange:

  	
  OCTOBER 15, 1996

  
	
   

  	
   

  
	
  Date of Most Recent Exchange:

  	
  , 2000

  	
   

  






 


NOTICE IS HEREBY GIVEN that FWC has not provided an Annual Report with
respect to the above-named Bonds as required by the Continuing Disclosure
Covenant contained in the Exit Funding Agreement dated October 15, 1999 between
the Dissemination Agent and FWC.


 


[FWC has advised the undersigned that it anticipates that the Annual
Report will be filed by


[INSERT DATE].]


 


Dated:
                                       


 


SunTrust Bank, Central Florida, National Association, as Dissemination
Agent on behalf of FWC


 


cc:           FWC


Issuer


 


(iv)          The
Dissemination Agent shall:


 


(1)           determine
each year prior to the date for providing the Annual Report the name and
address of each National Repository and the State Repository, if any; and


 


(2)           file
a report with the Company, the Issuer and (if the Dissemination Agent is not
the Trustee) the Trustee certifying that the Annual Report, in the form
furnished to it by FWC, has been provided pursuant to this Continuing
Disclosure Covenant, stating the date it was provided, and listing all the
Repositories to which it was provided.


 


(c)           Content of Annual
Report.     The Annual Report, commencing with the
Annual Report for FWC’s fiscal year ending December 31, 2000, shall contain or
include by reference the


 


APP-1-2

















 


audited financial statements of FWC for the prior fiscal year prepared
in accordance with GAAP. If such audited financial statements are not available
by the time the Annual Report is required to be filed pursuant to subclause (i)
of clause (b) of this Continuing Disclosure Covenant, the Annual Report shall
contain unaudited financial statements in a form similar to the audited
financial statements and the audited financial statements shall be filed in the
same manner as the Annual Report when they become available. FWC shall also
include in each Annual Report the operating data required to be delivered by it
pursuant to Section 5(a) of the Exit Funding Agreement. Any or all of the items
listed above may be included by specific reference to other documents,
including official statements of debt issues with respect to which FWC is an
“obligated person” (as defined by the Rule), which have been filed with the
Securities and Exchange Commission. If the document included by reference is a
final official statement, it must be available from the Municipal Securities
Rulemaking Board. FWC shall clearly identify each such other document so
included by reference.


 


(d)           Reporting
of Significant Events.


 


(i)            Pursuant
to the provisions of this clause (d), the Trustee shall give, or cause to be
given, notice of the occurrence of any of the following events with respect to
the 1999C and D Bonds, if material:


 


(1)           Principal
and interest payment delinquencies:


 


(2)           Non-payment
related defaults;


 


(3)           Unscheduled
draws on debt service reserves reflecting financial difficulties;


 


(4)           Unscheduled
draws on credit enhancement reflecting financial difficulties;


 


(5)           Substitution
of credit or liquidity providers, or their failure to perform;


 


(6)           Adverse
tax opinions or events affecting the tax-exempt status of the 1999C and 


D Bonds;


 


(7)           Modifications
to rights of security holders;


 


(8)           Bond
calls (but not scheduled redemptions of 1999C and D Bonds from sinking funds);


 


(9)           Defeasances;


 


(10)         Release,
substitution or sale of property securing repayment of the 1999C and D Bonds;


 


APP-1-3

















 


(11)         Rating
changes.


 


(ii)           The
Trustee shall, within five (5) Business Days of obtaining actual knowledge of
the occurrence of any of the Listed Events (except events listed in subclauses
(i)(1), (8) or (9)), contact the Issuer and FWC’s representative designated by
written notice to the Trustee (the “FWC Representative”), inform them of the
event, and request that FWC promptly notify the Issuer and the Trustee in
writing whether or not to report the event pursuant to subclause (vi) below.


 


(iii)          Whenever
FWC obtains knowledge of the occurrence of a Listed Event, because of a notice
from the Trustee pursuant to subclause (ii) immediately above or otherwise, FWC
shall as soon as possible determine whether such event would constitute
material information for Owners and Beneficial Owners of the 1999C Bonds or the
1999 D Bonds, as the case may be; provided, however, that any event under
subclause (i)(11) will always be deemed to be material. FWC may consult with
representatives of the Issuer and its consultants, counsel and advisors as to
whether any Listed Event constitutes material information for Owners and
Beneficial Owners of the 1999C Bonds or the 1999D Bonds, as the case may be,
and reflects financial difficulty, if appropriate.


 


(iv)          If
FWC has determined that knowledge of the occurrence of a Listed Event would be
material, FWC shall promptly notify the Issuer and the Trustee in writing. Such
notice shall instruct the Trustee to report the occurrence pursuant to
subclause (vi).


 


(v)           If
in response to a request under subclause (ii), FWC determines that the Listed
Event would not be material, FWC shall so notify the Issuer and the Trustee in
writing, giving the reason that the Listed Event is not material, and shall
instruct the Trustee not to report the occurrence pursuant to subclause (vi)
below.


 


(vi)          If
the Trustee (or the Dissemination Agent, if not the Trustee) has been
instructed by FWC to report the occurrence of a Listed Event, the Trustee shall
file a notice of such occurrence with the Municipal Securities Rulemaking Board
and each State Repository with a copy to the Issuer and FWC. Notwithstanding
the foregoing, notice of Listed Events described in subclauses (i)(8) and (9)
need not be given under this subsection any earlier than the notice (if any)
that the underlying event is given to Owners of affected Bonds pursuant to the
Second Amended Indenture.


 


(e)           Termination of
Reporting Obligation. FWC’s obligations under this Continuing Disclosure
Covenant shall terminate upon the legal defeasance, prior redemption or payment
in full of all of the 1999C Bonds and the 1999D Bonds. If FWC’s obligations
under the Exit Funding Agreement are assumed in full by some other Person, such
Person shall be responsible for compliance with this Continuing Disclosure
Covenant in the same manner as if it were FWC and the FWC shall have no further
obligations hereunder so long as, but solely to the extent that, FWC delivers a
written assumption by such Person of the FWC’s obligations under this
Continuing


 


APP-1-4

















 


Disclosure Covenant, in form and substance satisfactory to the Trustee
and the Issuer. If such termination or substitution occurs prior to the final
maturity of the 1999C Bonds or the 1999D Bonds, FWC shall give notice of such
termination or substitution in the same manner as for a Listed Event under
clause (d)(vi).


 


(f)            Dissemination
Agent.  FWC may, from time to time,
appoint or engage a Dissemination Agent to assist it in carrying out its
obligations under this Continuing Disclosure Covenant, and may discharge any
such Dissemination Agent, with or without appointing a successor Dissemination
Agent. The Dissemination Agent shall not be responsible in any manner for the
form, substance or content of any notice or report prepared by FWC pursuant to
this Continuing Disclosure Covenant. If at any time there is not any other
designated Dissemination Agent, the Trustee shall be the Dissemination Agent.
The initial Dissemination Agent shall be the Trustee. No Owner, Beneficial
Owner, Participating Underwriter or any other person shall have any action
against the Dissemination Agent for damages of any kind or nature whatsoever.


 


(g)           Amendment;
Waiver.  Notwithstanding any other
provision of this Continuing Disclosure Covenant, FWC and the Trustee may amend
this Continuing Disclosure Covenant (and the Trustee shall agree to any
amendment so requested by FWC) and any provision of this Continuing Disclosure
Covenant may be waived, provided that the following conditions are satisfied:


 


(i)            If
the amendment or waiver relates to the provisions of clauses (b)(i), (c) or
(d)(i), it may only be made in connection with a change in circumstances that
arises from a change in legal requirements, change in law, or change in the
identity, nature or status of an “obligated person” with respect to the 1999C
Bonds or the 1999D Bonds, or the type of business conducted;


 


(ii)           This
Continuing Disclosure Covenant, as amended or taking into account such waiver,
would, in the opinion of Bond Counsel, have complied with the requirements of
the Rule at the time of the original issuance or remarketing (in either case,
for which the Rule was first effective) of the 1999C Bonds or the 1999D Bonds,
after taking into account any amendments or interpretations of the Rule, as
well as any change in circumstances; and


 


(iii)          The
amendment or waiver either (A) is approved by the Owners or Beneficial Owners
of the 1999C Bonds or the 1999D Bonds, as the case maybe, in the same manner as
provided in Section 10.01 of the Second Amended Indenture for amendments to the
Second Amended Indenture with the consent of Owners, or (B) does not, in the
opinion of the Trustee or Bond Counsel, materially impair the interests of the Owners
or Beneficial Owners of the 1999C Bonds or the 1999D Bonds, as the case may be.


 


In the event of any amendment or waiver of a provision of this
Continuing Disclosure Covenant, FWC shall describe such amendment, in the next
Annual Report, and shall include, as applicable, a narrative explanation of the
reason for the amendment or waiver and its impact on the type (or, in the case
of a change of accounting principles, on the presentation) of financial
information or operating data being presented with respect to FWC. In addition,
if the amendment relates to the


 


APP-1-5

















 


accounting principles to be followed in preparing financial statements,
(Y) notice of such change shall be given in the same manner as for a Listed
Event under Clause (d)(vi), and (Z) the Annual Report for the year in which the
change is made should present a comparison (in narrative form and also, if
feasible, in quantitative form) between the financial statements as prepared on
the basis of the new accounting principles and those prepared on the basis of
the former accounting principles.


 


(h)           Additional
Information.   Nothing in this
Continuing Disclosure Covenant shall be deemed to prevent FWC from
disseminating any other information, using the means of dissemination set forth
in this Continuing Disclosure Covenant or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of
a Listed Event, in addition to that which is required by this Continuing
Disclosure Covenant. If FWC chooses to include any information in any Annual
Report or notice of occurrence of a Listed Event, in addition to that which is
specifically required by this Continuing Disclosure Covenant, FWC shall have no
obligation under this Continuing Disclosure Covenant to update such information
or include it in any future Annual Report or notice of occurrence of a Listed
Event.


 


(i)            Default.  In the event of a failure of FWC or the
Dissemination Agent to comply with any provision of this Continuing Disclosure
Covenant, the Trustee may (and, at the request of any Participating Underwriter
or the Owners of at least 25% aggregate principal amount of outstanding 1999C
Bonds and 1999 D Bonds, shall), or any Owner or Beneficial Owner of the 1999C
Bonds and 1999D Bonds may take such actions as may be necessary and
appropriate, including seeking mandamus or specific performance by court order,
to cause or the Trustee, as the case may be, to comply with its obligations
under this Continuing Disclosure Covenant. A default under this Continuing
Disclosure Covenant shall not be deemed an Event of Default under the Second
Amended Indenture or the Exit Funding Agreement, and the sole remedy under this
Continuing Disclosure Covenant in the event of any failure of FWC or the
Trustee to comply with this Continuing Disclosure Covenant shall be an action
to compel performance.


 


(j)            Duties;
Immunities and Liabilities of Trustee and Dissemination Agent.  As to the obligations of the Trustee hereunder,
Article VIII of the Second Amended Indenture is hereby made applicable to this
Continuing Disclosure Covenant as if this Continuing Disclosure Covenant were
(solely for this purpose) contained in the Second Amended Indenture. The
Dissemination Agent (if other than the Trustee or the Trustee in its capacity
as Dissemination Agent) shall have only such duties as are specifically set
forth in this Continuing Disclosure Covenant, and FWC agrees to indemnify and
save the Dissemination Agent, its officers, directors, employees and agents,
harmless against any loss, expense and liabilities which it may incur arising
out of or in the exercise or performance of its powers and duties hereunder,
including the reasonable costs and expenses (including reasonable attorneys
fees) of defending against any claim of liability, but excluding liabilities
due to the Dissemination Agent’s negligence or willful misconduct. The
obligations of FWC under this clause (j) shall survive resignation or removal
of the Dissemination Agent and payment of the 1999C Bonds and the 1999D Bonds.


 


APP-1-6

















 


(k)           Notices.  Any notices or communications to or among
any of the parties to this Continuing Disclosure Covenant shall be given in the
manner provided in Section 10(d) of the Exit Funding Agreement.


 


(l)            Beneficiaries.  This Continuing Disclosure Covenant shall
inure solely to the benefit of the Issuer, the Trustee, the Dissemination
Agent, the Participating Underwriters, and Owners and Beneficial Owners from
time to time of the 1999C  Bonds and the
1999D Bonds, and shall create no rights in any other Person or entity.


 


(m)          Definitions.  As used in this Continuing Disclosure
Covenant, the following terms shall have the following meanings:


 


“Annual Report”
shall mean any Annual Report provided by FWC pursuant to, and as described in,
clauses (c) and (d) of the Continuing Disclosure Covenant.


 


“Beneficial Owner”
is defined in Section 2.09 of the Second Amended Indenture.


 


“Bond Counsel” means
any firm of nationally recognized municipal bond attorneys selected by the
Issuer with the prior written consent of the FWC Representative (which consent
shall not be unreasonably withheld) and experienced in the issuance of
municipal bonds and matters relating to the exclusion of the interest thereon
from gross income for Federal income tax purposes.


 


“Business Day” means
any day other than (i) a Saturday or Sunday or (ii) a day on which banks in any
city in which the principal office of the Trustee or any Securities Depository
is located, are authorized or required to be closed.


 


“Dissemination Agent”
means the Trustee, acting in its capacity as Dissemination Agent hereunder, or
any successor Dissemination Agent designated in writing by FWC, or its
successors and assigns and which has filed with the Trustee a written
acceptance of such designation.


 


“GAAP” means
generally accepted accounting principles in the United States of America as in
effect from time to time.


 


“Issuer” means the
Village of Robbins, Cook County, Illinois, a municipality duly organized and
validly existing under the Constitution and laws of the State of Illinois.


 


“Listed Events”
shall mean any of the events listed in clause (e)(i) of this Continuing
Disclosure Covenant.


 


“National Repository”
means any Nationally Recognized Municipal Securities Information Repository for
purposes of the Rule.


 


APP-1-7