Exhibit 4.8


 


SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of
                    
, 2004, to the Indenture (defined below) made by and among Foster Wheeler Ltd.,
a company organized under the laws of Bermuda (the “Company”), Foster Wheeler LLC, a limited
liability company organized under the laws of Delaware (the “Guarantor”), and BNY
Midwest Trust Company, an Illinois trust company, not in its individual
capacity but solely as Trustee (the “Trustee”).


 


W I T N E S S E T
H


 


WHEREAS, the Company
issued its 6.50% Convertible Subordinated Notes due 2007 guaranteed by
Guarantor (the “Convertible Notes”)
pursuant to the Indenture dated as of May 31, 2001 among the Company,
Guarantor and the Trustee;


 


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


 


WHEREAS, Section 7.2
of the Indenture provides that the Indenture may be amended, subject to certain
exceptions, with the consent of the Holders of a majority in aggregate
principal amount of the outstanding Convertible Notes;


 


WHEREAS, the Company has
received consents to the following amendments from the Holders of at least a
majority in aggregate principal amount of the outstanding Convertible Notes;
and


 


WHEREAS, all conditions
precedent to amend the Indenture and to make this Supplemental Indenture a
valid and binding instrument in accordance with its terms have been satisfied.


 


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company, the
Guarantor and the Trustee agree as follows:


 


ARTICLE I

EFFECTIVENESS AND EFFECT


 


SECTION 1.01.  Effectiveness and
Effect.


 


This Supplemental Indenture shall take effect on the
date hereof.  The provisions set forth
in this Supplemental Indenture shall be deemed to be, and shall be construed as
part of, the Indenture.  All references
to the Indenture in the Indenture or in any other agreement, document or
instrument delivered in connection therewith or pursuant thereto shall be
deemed to refer to the Indenture as amended by this Supplemental Indenture.


 

















 


ARTICLE II

AMENDMENT OF CERTAIN PROVISIONS OF THE INDENTURE


 


SECTION 2.01.  Deletion of Certain Provisions.


 


(a)  The
section headings and the text of Sections 6.1 and 9.4 of the
Indenture are hereby deleted and eliminated in their entirety and replaced with
“[Intentionally Deleted by Amendment]”.


 


(b)  All
references in the Indenture, as amended by this Section 2.01, to any of
the provisions deleted and eliminated as provided above, or to terms defined in
such provisions, shall also be deemed deleted and eliminated.


 


ARTICLE III

MISCELLANEOUS


 


SECTION 3.01.  Indenture Effective.


 


Except as amended and supplemented hereby, the
Indenture is hereby ratified and confirmed in all respects and shall remain in
full force and effect.


 


SECTION 3.02.  Amendment; Discharge.


 


No provisions of this Supplemental Indenture may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the parties hereto.


 


SECTION 3.03.  Notices.


 


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


 


SECTION 3.04.  Governing Law.


 


This Supplemental Indenture shall be governed by and
construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed entirely within such State,
without regard to the conflicts of law principles of such State.


 


SECTION 3.05.  Counterparts.


 


This Supplemental Indenture may be executed in
counterparts, each of which when so executed shall be an original, but all such
counterparts shall together constitute one and the same instruments.


 


SECTION 3.06.  Trustee.


 


The Trustee makes no representations as to the
validity or sufficiency of this Supplemental Indenture.  The statements and recitals herein are
deemed to be those of the Company not of the Trustee.


 


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SECTION 3.07.  Trust Indenture Act to Control.


 


If and to the extent that any provision of this
Supplemental Indenture limits, qualifies or conflicts with the duties imposed
by Sections 310 to 318, inclusive, of the TIA, such imposed duties shall
control.  If any provision of this
Supplemental Indenture modifies or excludes any provision of the TIA that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Supplemental Indenture as so modified or excluded, as the case may be.


 


SECTION 3.08.  Headings.


 


The titles and headings of the articles and sections
of this Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.


 


SECTION 3.09.  Separability.


 


In case any one or more of the provisions contained in
this Supplemental Indenture shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Supplemental
Indenture, but this Supplemental Indenture shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein
or therein.


 


SECTION 3.10.  Benefits of Supplemental Indenture.


 


Nothing in this Supplemental Indenture or the
Indenture, express or implied shall give to any Person, other than the parties
hereto and thereto and their successors hereunder and thereunder and the
Holders of Convertible Notes, any benefit of any legal or equitable right,
remedy or claim under the Indenture or this Supplemental Indenture.


 


SECTION 3.11.  Assignment.


 


The Company will have the right at all times to assign
any of its respective rights or obligations under this Supplemental Indenture
to a direct or indirect wholly owned Subsidiary of the Company; provided
that, in the event of any such assignment, the Company will remain liable for
all such obligations.  Subject to the
foregoing, this Supplemental Indenture is binding upon and inures to the
benefit of the parties thereto and their respective successors and
assigns.  This Supplemental Indenture
may not otherwise be assigned by the parties thereto.


 


SECTION 3.12.  Definitions.


 


Capitalized terms used but not defined herein shall
have the respective meanings ascribed to them in the Indenture.


 


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IN WITNESS WHEREOF, the Company, the Guarantor and the
Trustee have caused this Supplemental Indenture to be executed and delivered as
of the date first written above.


 


 


	
   

  	
  FOSTER WHEELER LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOSTER WHEELER LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNY MIDWEST TRUST
  COMPANY,

  
	
   

  	
  As Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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